**Exhibit 4.41**

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**LETTER AGREEMENT**

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This LETTERAGREEMENT (this “***Agreement***”), dated as of September 24, 2018, is entered into by and among EHAVE, INC.,an Ontario corporation (the “***Company***”), and • (the “***Lender***”).

 

WHEREAS,the Company and the Lender have previously entered into that certain Subscription Agreement (the “***Subscription Agreement***”),pursuant to which the Company issued to the Lender

•	unsecuredConvertible Debentures and • Warrants exercisable to acquire that number of Common Shares as equal to the quotient of CDN$1,200divided by the Conversion Price, at the closing held on March 19, 2018;

 

WHEREAS,the Company has informed the Lender that the Company intends to obtain a bridge financing pursuant to which the Company will borrowup to $500,000 in exchange for issuance of promissory notes, warrants and common shares (the “***Bridge Financing***”);

 

WHEREAS,in connection with the Bridge Financing, the Company and the Lender agreed to convert the outstanding Convertible Debentures andcancel the Warrants;

 

WHEREAS,capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Subscription Agreement.

 

NOW THEREFORE,for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

1.          Conversionof Convertible Debentures. Upon any closing of the Bridge Financing, all principal and accrued and unpaid interest then outstandingunder the Lender’s Convertible Debentures shall convert into the number of common shares of the Company that equals to (i)the aggregate amount of the Principal then outstanding under such Convertible Debentures (for the avoidance of doubt, not includingany Added Principal) divided by (ii) $0.003154. The Lender shall surrender its Convertible Debenture Certificate, duly endorsed(or a notice to the effect that the original Convertible Debenture Certificate has been lost, stolen or destroyed and an agreementacceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with theConvertible Debenture Certificate), at the office of the Company. The Company shall, as soon as practicable thereafter, issue anddeliver to the Lender a certificate or agreement representing the number of common shares issuable upon conversion of the Lender’sConvertible Debentures to which the Lender shall be entitled upon such conversion (bearing such legends as are required by applicablestate and federal securities laws in the opinion of counsel to the Company). The conversion of the Lender’s Convertible Debenturespursuant to this Agreement shall be deemed to have been made at the closing of the Bridge Financing, and on and after such date,the Lender entitled to receive the securities issuable upon such conversion shall be treated for all purposes as the record holderof such securities and the Convertible Debentures, and all obligations of the Company thereunder, shall be deemed to have beenindefeasibly satisfied in full. Only whole Common Shares shall be issued upon conversion of the Convertible Debentures pursuantto this Agreement. Any remainder due hereunder which is insufficient to purchase a whole Common Share upon conversion of the ConvertibleDebentures shall be rounded up to the next whole Common Share.

 

 

 

 

2.          Cancellationof the Warrants. In exchange for cancellation of the Lender’s Warrants issued to the Lender pursuant to the SubscriptionAgreement, upon any closing of the Bridge Financing, the Lender shall receive the number of common shares of the Company equalto (i) the aggregate amount of the Principal then outstanding under the Lender’s Convertible Debentures divided by (ii) $0.01577.The Lender shall surrender its Warrant Certificate, duly endorsed (or a notice to the effect that the original Warrant Certificatehas been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Companyfrom any loss incurred by it in connection with the Warrant Certificate), at the office of the Company. The Company shall, as soonas practicable thereafter, issue and deliver to the Lender a certificate or agreement representing the number of common sharesissuable upon cancellation of the Lender’s Warrants pursuant to this Agreement (bearing such legends as are required by applicablestate and federal securities laws in the opinion of counsel to the Company).The cancellation of the Lender’s Warrants pursuantto this Agreement shall be deemed to have been made at the closing of the Bridge Financing and on and after such date the Lenderentitled to receive the securities issuable upon exercise of the Warrants shall be treated for all purposes as the record holderof such securities and the Lender’s Warrants, and all obligations of the Company thereunder, shall be deemed to have beenindefeasibly satisfied in full.

 

3.          Representationsand Warranties. The Lender hereby represents and warrants to the Company, and the Company hereby represents and warrants tothe Lender, that (i) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunderand under the Subscription Agreement, the Convertible Debentures and the Warrants as amended by this Agreement, and (ii) the executionof this Agreement by the individual whose signature is set forth at the end of this Agreement on behalf of such party, and thedelivery of this Agreement by such party, have been duly authorized by all necessary action on the part of such party; and (iii)this Agreement has been executed and delivered by such party and constitutes the legal, valid and binding obligation of such party,enforceable against such party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency,reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or theeffect of general principles of equity. In addition, the Lender further represents and warrants that it is the sole record andbeneficial owner of the Convertible Debentures and the Warrants and that it has not transferred or assigned any of the ConvertibleDebentures and Warrants, or any interest therein, to any other person prior to the date hereof.

 

4.          Release.By execution of this Agreement, Lender hereby acknowledges and agrees that it all Events of Default that have occurred and werecontinuing prior to the date of this Letter Agreement are hereby waived by Lender, and Lender forever releases and discharges theCompany from any and all liability arising as a result of any such Events of Defaults.

 

5.          Counterparts;Choice of Law. This Agreement may be executed in several identical counterparts all of which shall constitute one and the sameinstrument. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regardto the principles of conflicts of law thereof.

 

6.          FurtherAssurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, suchadditional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonablyrequest to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 

***[signature page follows]***

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