**Exhibit 4.45**

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**NEITHER THE ISSUANCE AND SALE OF THESECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIESACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLEFORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTIONWITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.**

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**THE ISSUE PRICE OF THIS NOTE IS $_________**

**THE ORIGINAL ISSUE DISCOUNT IS $________**

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**CONVERTIBLE PROMISSORY NOTE**

 

**FOR VALUE RECEIVED**,**EHAVE, INC.**, a Canadian corporation (hereinafter called the “Borrower”), hereby promises to pay to the orderof **______________.**, a ____________ corporation, or registered assigns (the “Holder”) the sum of $__________together with any interest as set forth herein, on November 29, 2019 (the “Maturity Date”), and to pay interest onthe unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the datehereof (the “Issue Date”) until the same becomes due and payable, whether at maturityor upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitlyset forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate oftwenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interestshall be computed on the basis of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on theIssue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment).All payments due hereunder (to the extent not converted into common stock, $no par value per share (the “Common Stock”)in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be madeat such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions ofthis Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certainSecurities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

 

This Note is free fromall taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or othersimilar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

The following termsshall apply to this Note:

 

 

 

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ArticleI. CONVERSION RIGHTS

 

1.1           Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on thedate which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and(ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding principalamount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid andnon-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securitiesof the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “ConversionPrice”) determined as provided herein (a “Conversion”); provided, however, that in no event shallthe Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which thesum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of CommonStock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised orunconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitationscontained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respectto which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliatesof more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence,beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. Thebeneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of sharesof Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as definedbelow) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attachedhereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonablyexpected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “ConversionDate”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be thenext business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1)the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued andunpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus(3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1)and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

 

1.2            ConversionPrice. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiaryof the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "VariableConversion Price" shall mean 73% multiplied by the Market Price (as defined herein) (representing a discount rate of 27%).“Market Price” means the average of the lowest two (2) Trading Prices (as defined below) for the Common Stock duringthe twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price”means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicabletrading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designatedby the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of suchsecurity on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid priceof such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for suchsecurity that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on suchdate in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower andthe holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required inorder to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock istradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stockis then being traded.

 

 

 

1.3            AuthorizedShares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorizedand unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stockupon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to haveauthorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on theConversion Price of the Note in effect from time to time initially **79,649,766**)(the“Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’sobligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid andnon-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which wouldchange the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, theBorrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of CommonStock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledgesthat it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of thisNote, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are chargedwith the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordancewith the terms and conditions of this Note.

 

If, at any time the Borrowerdoes not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

 

1.4         Methodof Conversion.

 

(a)          Mechanicsof Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the datewhich is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii)the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time totime after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonablemeans of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

 

(b)          Surrenderof Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordancewith the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaidprincipal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amountso converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,so as not to require physical surrender of this Note upon each such conversion.

 

 

 

(c)          Deliveryof Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or otherreasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates forthe Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and,solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the termshereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be theholder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accruedand unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligationshereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right toreceive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shallhave given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates forCommon Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforcethe same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower,and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connectionwith such conversion.

 

(d)          Deliveryof Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuableupon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated SecuritiesTransfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, theBorrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversionto the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian(“DWAC”) system.

 

(e)          Failureto Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, includingactual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of thisNote is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to DeliverFee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e.,transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effectdelivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in whichit has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the monthin which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon inaccordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordancewith the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resultingfrom a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly,the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

 

 

 

1.5        Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless:(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agentshall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinionsof counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuantto an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares aretransferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer theshares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

 

Any restrictive legendon certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shallissue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have receivedan opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparabletransactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under theAct, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the CommonStock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registrationstatement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Companydoes not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant toan exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section3.2 of the Note.

 

1.6         Effectof Certain Events.

 

(a)          Effectof Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially allof the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which morethan 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of theBorrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to bean Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon theconsummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person”shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b)          AdjustmentDue to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of allof the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event,as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of anotherclass or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantiallyall of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holderof this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditionsspecified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securitiesor assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediatelyprior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriateprovisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof(including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversionof the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafterdeliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a)it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior writtennotice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummationof, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (duringwhich time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower)assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations,mergers, sales, transfers or share exchanges.

 

 

 

(c)          AdjustmentDue to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets)to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend ordistribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of thisNote after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assetswhich would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holderbeen the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

1.7         Prepayment.Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediatelyfollowing this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more thanthree (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest),in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”)shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising itsright to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of theOptional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall makepayment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by theHolder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day priorto the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to theHolder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediatelyfollowing this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principalamount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the OptionalPrepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) anyamounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower deliversan Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) businessdays following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section1.7.

 

 

 

 

After the expirationof one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.

 

ArticleII.  CERTAIN COVENANTS

 

2.1           Saleof Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’swritten consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

ArticleIII.  EVENTS OF DEFAULT

 

If any of the followingevents of default (each, an “Event of Default”) shall occur:

 

3.1           Failureto Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whetherat maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

 

3.2           Conversionand the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing thatit will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance withthe terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and whenrequired by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transferagent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issuedto the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directsits transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (orto withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to theHolder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continueuncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three(3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain currentin its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed,hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holderadvances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid bythe Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

 

 

 

3.3           Breachof Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and anycollateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20)days after written notice thereof to the Borrower from the Holder.

 

3.4           Breachof Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statementor certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement),shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have)a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5           Receiveror Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or applyfor or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or sucha receiver or trustee shall otherwise be appointed.

 

3.6           Bankruptcy.Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief underany bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of theBorrower.

 

3.7           Delistingof Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specificallyincludes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq NationalMarket, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

3.8           Failureto Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/orthe Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.9           Liquidation.Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.10         Cessationof Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debtsas such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “goingconcern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.11         FinancialStatement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatementwould, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holderwith respect to this Note or the Purchase Agreement.

 

 

 

3.12        Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower failsto provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a formas initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve sharesof Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.13         Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or defaultby the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicablenotice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements,in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under theterms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements”means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) theHolder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “OtherAgreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaultedwith each other loan transaction and with all other existing and future debt of Borrower to the Holder.

 

Upon the occurrence and during the continuationof any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereonwhen due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, infull satisfaction of its obligations hereunder, an amount equal to the Default Amount (as defined herein).  UPON THE OCCURRENCEAND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLEAND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULTAMOUNT (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Defaultspecified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Noteupon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13,and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”),and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay theprincipal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately dueand payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150%times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid intereston the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y)Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuantto Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amountsreferred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amountspayable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby areexpressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holdershall be entitled to exercise all other rights and remedies available at law or in equity. 

 

If the Borrower failsto pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holdershall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficientauthorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the numberof shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

 

 

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ArticleIV. MISCELLANEOUS

 

4.1           Failureor Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereundershall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude otheror further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulativeto, and not exclusive of, any rights or remedies otherwise available.

 

4.2           Notices.All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writingand, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, returnreceipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmittedby hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specifiedmost recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemedeffective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,at the address or number designated below (if delivered on a business day during normal business hours where such notice is tobe received), or the first business day following such delivery (if delivered other than on a business day during normal businesshours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses forsuch communications shall be:

 

If to theBorrower, to:

 

EHAVE, INC.

203-277 Lakeshore Road East

Oakville, Ontario, Canada L6J6J3

Attn: PrateekDwivedi, Chief Executive Officer

Fax:

Email: teek@ehave.com

 

If to the Holder:

 

_______________

 

With a copy by fax only to (whichcopy shall not constitute notice):

 

_______________

 

4.3           Amendments.This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notesissued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

 

 

4.4           MostFavored Nation. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages inany future financing transactions with a third party investor, the Borrower will provide the Holder with written notice (the “MFNNotice”) thereof promptly but in no event less than 10 days prior to closing any financing transactions. Third party investorsshall not include existing convertible debt holders of the Borrower. Included with the MFN Notice shall be a copy of all documentationrelating to such financing transaction and shall include, upon written request of the Holder, any additional information relatedto such subsequent investment as may be reasonably requested by the Holder. In the event the Holder determines that the terms ofthe subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the termsof the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from theHolder, the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identicalto the instruments evidencing the subsequent investment. Notwithstanding the foregoing, this Section 4.4 shall not apply in respectof (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock. **“Exempt Issuance**” meansthe issuance of: (a) shares of Common Stock or options to employees, officers, consultants, advisors or directors of the Borrowerpursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors or amajority of the members of a committee of directors established for such purpose, (b) securities upon the exercise or exchangeof or conversion of this Note and/or other securities exercisable or exchangeable for or convertible into shares of Common Stockissued and outstanding on the date hereof, and (c) securities issued pursuant to acquisitions or strategic transactions approvedby a majority of the disinterested directors of the Borrower, provided that any such issuance shall only be to a Person which is,itself or through its subsidiaries, an operating company in a business synergistic with the business of the Borrower and in whichthe Borrower receives benefits in addition to the investment of funds, but shall not include a transaction in which the Borroweris issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

 

4.5           Assignability.This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder andits successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a)of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged ascollateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holderwithout the consent of the Borrower.

 

4.6           Costof Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,including reasonable attorneys’ fees.

 

4.7           GoverningLaw. This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principlesof conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Noteshall be brought only in the state courts of New York or in the federal courts located in the Eastern District of New York. Theparties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shallnot assert any defense based on lack of jurisdiction or venue or based upon *forum non conveniens*. The Borrower and Holderwaive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees andcosts. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceableunder any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflicttherewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalidor unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each partyhereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding inconnection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereofvia registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for noticesto it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

 

 

4.8           PurchaseAgreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

4.9           Remedies.The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiatingthe intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law fora breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by theBorrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at lawor in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curingany breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economicloss and without any bond or other security being required.

 

IN WITNESS WHEREOF,Borrower has caused this Note to be signed in its name by its duly authorized officer this on November 29, 2018

 

**EHAVE, INC.**

** **