**Exhibit 4.55**

 

AGREEMENT

 

 

**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.

 

**WITNESSETH:**

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**WHEREAS**, theGrantee owns 3,798,781common shares (“***Old Shares***”) issued on July 2, 2018, which the Grantee was unableto deposit with Alpine Securities Corporation due to lack of supporting documentation.

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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**, theGrantee has introduced the Company to potential partners for one or more strategic transactions, including mergers or acquisitions(the “***Services***”).

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**WHEREAS**, uponcompletion of the Recapitalization, the Company desires to issue 47,564,189 common shares of the Company (the “***Shares***”)(i) for the Grantee’s Services and (ii) in exchange for the Old Shares, upon and subject to the terms and conditions setforth herein.

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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 “***Certificate***”).

 

2.2           TheGrantee hereby acknowledges that the Shares are being issued to the Grantee (i) for the Grantee’sServices and (ii) in exchange for the Old Shares. The Grantee shall surrender its certificate for the Old Shares, duly endorsed(or a notice to the effect that the original share certificate has been lost, stolen or destroyed and an agreement acceptable tothe Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with the share certificate),at the office of the Company. The Company shall, as soon as practicable thereafter, issue and deliver to the Grantee a Certificaterepresenting the Shares pursuant to this Agreement (bearing such legends as are required by applicable state and federal securitieslaws in the opinion of counsel to the Company).

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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 and warrants to the Company as follows:

 

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:

 

“THE SECURITIESREPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FORSALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILEDBY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINIONOF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”

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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 State of New York without givingeffect 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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***[Signature PageFollows]*** 

 

 

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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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