**Exhibit 4.57**

 

**AGREEMENT**

 

 

**THIS AGREEMENT**(the “***Agreement***”) is made and entered into as of February 27, 2019, by and between Ehave, Inc. (the “***Company***”),and Scott Woodrow (the “***Grantee***”), the Company’s founder and a member of the board of directorsof the Company.

 

**WITNESSETH:**

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**WHEREAS**, eachdirector who was not a salaried employee of the Company for the year ended December 31, 2017, earned a fee of $33,000, which amountthe Grantee was to receive in 2018 but have not yet received.

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**WHEREAS**,each director who was not a salaried employee of the Company for the year ended December 31, 2018, earned a fee of $33,000,which amount the Grantee has not yet received.

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**WHEREAS**, theCompany is entering into agreements with holders of the Company’s notes and warrants, pursuant to which certain outstandingnotes and warrants shall be converted into common shares of the Company (the “***Recapitalization***”);

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**WHEREAS**,upon completion of the Recapitalization, the Company desires to issue 47,564,189 common shares of the Company (the “***Shares***”)(i) in lieu of the cash compensation for the years 2017 and 2018, upon and subject to theterms and conditions set forth herein, and (ii) for the Grantee’s services in assisting one or more of strategic transactions,including mergers or acquisitions (collectively, the “***Grantee Consideration***”)

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**NOW, THEREFORE**,in consideration of the promises and the mutual covenants and agreements of the parties herein contained, the Company and the Granteehereby agree as follows:

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**1.          Recitals**.The foregoing recitals are hereby incorporated herein by reference and acknowledged as true and correct by the parties hereto.

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**2.          Issuanceof Shares**.

 

2.1           TheCompany hereby agrees to issue to the Grantee, the Shares, upon completion of the Recapitalization, and deliver to Grantee a certificaterepresenting the Shares in the name of the Grantee (the “***Certificates***”).

 

2.2           TheGrantee hereby acknowledges that the Shares are being issued to the Grantee in repayment of the Grantee Consideration. For theavoidance of doubt, the Grantee shall not be obligated to forfeit or otherwise return any portion of the Shares in the event thatthe Grantee no longer serves as a member of the board of directors of the Company during the year 2019.

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**3.          Representationsand Warranties of the Company**. The Company hereby represents and warrants to the Grantee as follows:

 

 

 

3.1           *Authorization*.The Company has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform its obligationshereunder. This Agreement, when duly executed and delivered by the Company, will constitute a legal, valid and binding obligationof the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limitedby applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallyor by the principles governing the availability of equitable remedies.

 

3.2           *Approvalsand Consents*. No action, approval, consent or authorization, including but not limited to, any action, approval, consentor authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary orrequired as to the Company in order to constitute this Agreement as a valid, binding and enforceable obligation of the Companyin accordance with its terms.

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**4.          Representationsand Warranties of the Grantee**. The Grantee hereby represents, warrants and acknowledges to the Company as follows, andacknowledges that the Company is relying upon these representations and, warranties and acknowledgments in connection with theissuance of the Shares:

 

4.1           *Authorization*.The Grantee has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform its obligationshereunder. This Agreement, when duly executed and delivered by such Grantee, will constitute a legal, valid and binding obligationof such Grantee, enforceable against the Grantee in accordance with its terms, except as the enforceability thereof may be limitedby applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallyor by the principles governing the availability of equitable remedies.

 

4.2           *Approvalsand Consents*. No action, approval, consent or authorization, including, but not limited to, any action, approval, consentor authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary orrequired as to the Grantee in order to constitute this Agreement as a valid, binding and enforceable obligation of the Granteein accordance with its terms.

 

4.3           *AccreditedInvestor*. The Grantee is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgatedunder the Securities Act of 1933, as amended (the “***Securities Act***”), and such Grantee is able to bearthe economic risk of an investment in the Shares.

 

4.4           *RestrictedStock/Control Securities*. The Shares are being acquired for the Grantee’s own account, for investment and not witha view to the distribution thereof. The Grantee understands that such Shares have not been registered under the Securities Actand may not be resold unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registrationunder the Securities Act.

 

4.5           *NoGeneral Solicitation*. The Grantee is not receiving the Shares as a result of any advertisement, article, notice or othercommunication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radioor presented at any seminar or any other general solicitation or general advertisement.

 

 

 

4.6           *Legend*.The Grantee understands and agrees that the Certificates shall bear substantially the following legend until (a) such Shares shallhave been registered under the Securities Act and effectively disposed of in accordance with a registration statement that hasbeen declared effective or (b) in the opinion of counsel for the Company, such Shares may be sold without registration under theSecurities Act, as well as any applicable “blue sky” or state securities laws:

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**“THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BEOFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONSTATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACTOR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”**

 

4.7           TheGrantee has properly completed, executed the applicable Exhibits and Appendices attached hereto, and the information containedtherein is true and correct.

 

4.8           TheGrantee is not a U.S. Person (as such term is defined in Rule 902(k) of Regulation S under the Securities Act of 1933.

 

4.9           Ifthe Grantee is acting as agent for a principal (a “**Disclosed Beneficial Purchaser**”), (i) the Grantee is dulyand validly authorized to enter into this Agreement and all other necessary documentation on behalf of such Disclosed BeneficialPurchaser and (ii) this Agreement has been duly and validly authorized, executed and delivered on behalf of, and constitutes avalid and legally binding obligation of such Disclosed Beneficial Purchaser, enforceable in accordance with its terms, subjectto customary limitations with respect to bankruptcy, insolvency or other laws affecting creditors' rights generally and to theavailability of equitable remedies.

 

4.10         Theentering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms andprovisions of any law applicable to, or, if applicable, the constating documents of, the Grantee or of any agreement, written ororal, to which the Grantee may be a party or by which the Grantee is or may be bound.

 

4.11         TheGrantee (or, if applicable, the Disclosed Beneficial Purchaser) is an “**accredited investor**”, as such term isdefined in National Instrument 45-106 *Prospectus Exemptions* of the Canadian Securities Administrators (“**NI 45-106**”)or Section 73.3 of the *Securities Act* (Ontario), as applicable, and reproduced in Appendix B hereto.

 

4.12         TheGrantee (or, if applicable, the Disclosed Beneficial Purchaser) was not created or used solely to purchase or hold securities asan accredited investor as described in paragraph (m) of the definition of “accredited investor” in Appendix Bhereto.

 

4.13         TheGrantee has initialed Appendix B hereto, indicating that the Grantee satisfies one of the categories of “accredited investor”set forth in such definition.

 

 

 

4.14         Ifthe Grantee is relying on paragraphs (j), (k) or (l) of the definition of “accredited investor”, the Grantee hasalso completed, signed and delivered a Form for Individual Accredited Investors in the form attached as Appendix C hereto, andin so doing, the Grantee represents and acknowledges that Sections 1, 5 and 6 of such form were completed, as applicable, beforethe Grantee completed and signed such form.

 

4.15         TheGrantee is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment onlyand not with a view to resale in the course of or incidental to a distribution of all or any of the Shares.

 

4.16         Ifthe Grantee is resident in or otherwise subject to the laws of a jurisdiction of Canada, the Grantee acknowledges and confirmsthat any certificates representing the Shares will carry the legend stating substantially the following, as may be revised by theCompany to comply with applicable securities laws:

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**UNLESS PERMITTEDUNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAYAFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE ORTERRITORY.**

 

4.17         TheGrantee will provide such additional information and documents as may be requested in order for the Company to determine whetherthe Grantee or the Disclosed Beneficial Purchaser, as applicable, satisfies the indicated category of accredited investor, includingin particular those based on income or assets.

 

4.18         TheGrantee acknowledges and agrees that: (a) the Grantee is required to disclose to the applicable securities regulatory authoritiesor regulators (the “**Securities Authorities**”) certain information pertaining to the Grantee, including the Grantee'sname, residential address, telephone number, number of Shares purchased, purchase price therefor, statutory exemption relied onand date of distribution (collectively “**personal informatio**n”), that is required to be disclosed in ScheduleI of Form 45-106F1 under Canadian Securities Administrators' National Instrument 45-106 – *Prospectus Exemptions*(“**NI45-106**”), which Form 45-106F1 is required to be filed by the Company under NI 45-106; (b) the personal information willbe delivered to the applicable Securities Authorities under the authority granted in applicable securities legislation; (c) suchpersonal information is being collected indirectly by the applicable Securities Authorities under the authority granted to it insecurities legislation; (d) such personal information is being collected for the purposes of the administration and enforcementof the securities legislation of the local jurisdiction; and (e) the title, business address and business telephone number of thepublic official in the local jurisdiction who can answer questions about the Securities Authority's indirect collection of suchpersonal information is indicated in Appendix A hereto. By executing this Agreement, each Grantee hereby authorizes the indirectcollection of such personal information by the applicable Securities Authorities.

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**5.          GeneralProvisions**.

 

5.1           *EntireAgreement; Amendment and Waiver*. Except as set forth herein, no representations or warranties have been made to the Granteeby the Company, and in receiving the Shares, the Grantee is not relying upon any representations other then those specificallycontained herein. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject mattercontained herein and supersedes all prior oral or written agreements, if any, between the parties hereto with respect to such subjectmatter and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedieshereunder. Any amendments hereto or modifications hereof must be made in writing and executed by each of the parties hereto. Anyfailure by the Company or the Grantee to enforce any rights hereunder shall not be deemed a waiver of such rights.

 

5.2           *Considerationfor the Shares*. The Grantee and the Company hereby acknowledge, as evidenced by their signatures hereto, that (a) the considerationfor the Shares is fair, equitable and valid; and (b) the Company’s common shares are subject to market forces which willresult in variances in the value thereof, which variances may be significant.

 

5.3           *GoverningLaw*. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario withoutgiving effect to conflict of laws principles.

 

5.4           *BindingEffect; Assignment*. This Agreement and the various rights and obligations arising hereunder shall inure to the benefitof and be binding upon the Company and the Grantee and their respective heirs, successors and assigns. Neither this Agreement norany of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by anyof the parties hereto without the prior written consent of the other party hereto. Any transfer or assignment of any of the rights,interests or obligations hereunder in violation of the terms hereof shall be void and of no force or effect.

 

5.5           *Survivalof Representations and Warranties*. All representations and warranties made by the parties to this Agreement shall survivethe execution and delivery of this Agreement.

 

5.6           *Counterparts*.This Agreement may be executed in any number of counterparts and each of such counterparts shall be deemed to be an original, andsuch counterparts shall together constitute but one and the same instrument and shall bind all parties signing such counterpart.

 

5.7           *AdditionalDocuments*. The Company and the Grantee agree to execute any additional documents reasonably required to affect the issuanceof the Shares to the Grantee.

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**IN WITNESS WHEREOF**,the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

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