Exhibit
4.30


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY OR
ANY SECURITY INTO WHICH THIS SECURITY MAY BE CONVERTED INTO BEFORE THE DATE THAT IS 4
MONTHS AND ONE DAY AFTER THE LATER OF (I) [l],
AND (II) THE DATE the ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


EXERCISABLE FOLLOWING THE QUALIFIED
FINANCING DATE AND PRIOR TO 4:30 P.M., TORONTO TIME, ON THE EXPIRY DATE (AS DEFINED BELOW) AT WHICH TIME THESE WARRANTS SHALL
EXPIRE AND BE NULL AND VOID


 


WARRANTS
TO PURCHASE COMMON SHARES


 


OF


 


EHAVE,
INC.


 


Issue
Date: [l],
2018


 


	Warrant
    Certificate No.  201801–W[l]	Warrants
    to Purchase

    Common Shares


 


THIS CERTIFIES THAT, for value
received, [name and address of warrantholder] (the “Holder”), being the registered holder of the
Number of Warrants (as defined herein), is entitled at any time following the Qualified Financing Date (as defined herein) and
prior to 4:30 p.m. (Toronto time) on the Expiry Date (as defined herein) to subscribe for and purchase such number of Common
Shares (as defined herein) at the Exercise Price (as defined herein) for each Warrant exercised, subject to adjustment as set
out herein, by surrendering to the Corporation at its registered and records office at 203-277 Lakeshore Road East, Oakville,
ON L6J 6J3, Canada, a completed and executed subscription form, attached hereto as Exhibit “I”, and payment in full
for the Common Shares (as defined herein) being purchased, which payment shall be made by certified cheque, bank draft or such
other means acceptable to the Corporation in same day freely transferable funds in Toronto, Ontario.


 


This
Warrant certificate (the “Warrant Certificate”) is issued pursuant to, and is subject to, the terms of that
certain Subscription Agreement dated [l],
2018 between the Corporation and the Holder.



 


The Corporation shall cause a register
(the “Register”) to be kept and maintained in which shall be entered the names and addresses of all holders
of Warrants and the number of Warrants held by each of them.


 


The Corporation shall treat the Holder
as the absolute owner of this Warrant for all purposes and the Corporation shall not be affected by any notice or knowledge to
the contrary. The Holder shall be entitled to the rights evidenced by this Warrant Certificate free from all equities and rights
of set-off or counterclaim between the Corporation and the original or any intermediate holder and all persons may act accordingly
and the receipt by the Holder of the Common Shares issuable upon exercise hereof shall be a good discharge to the Corporation
and the Corporation shall not be bound to inquire into the title of any such Holder.


 




    	



     


    

 


		1.	Definitions: In this Warrant
                                         Certificate, unless there is something in the subject matter or context inconsistent
                                         therewith, the following expressions shall have the following meanings namely:



 


		(a)	“Adjustment Period”
                                         means the period commencing on the Qualified Financing Date and ending at the Expiry
                                         Time;



 


		(b)	“Business Day”
                                         means any day other than a Saturday, Sunday, legal holiday or a day on which banking
                                         institutions are closed in Toronto, Ontario;



 


		(c)	“Common Shares”
                                         means the common shares in the capital of the Corporation;



 


		(d)	“Conversion Price”
                                         shall mean the Qualified Financing Price multiplied by 0.75;



 


		(e)	“Corporation”
                                         means Ehave, Inc. a corporation incorporated under the laws of Canada and its successors
                                         and assigns;



 


		(f)	“Exercise Price”
                                         shall equal the Qualified Financing Price;



 


		(g)	“Expiry
                                         Date” means [l],
                                         2023;



 


		(h)	“Expiry Time”
                                         means 4:30 p.m., Toronto, Ontario time, on the Expiry Date;



 


		(i)	“Holder” means
                                         the holder set forth on the first page hereof;



 


		(j)	“Issue Date”
                                         means the issue date set forth on the first page of this Warrant Certificate;



 


		(k)	“Number of Warrants”
                                         means the [aggregate subscription price to
                                         be added] divided by the Conversion Price;



 


		(l)	“person” means
                                         an individual, corporation, partnership, unincorporated syndicate, unincorporated organization,
                                         trust, trustee, executor, administrator, or other legal representative, or any group
                                         or combination thereof or any other entity whatsoever;



 


		(m)	“Qualified Financing”
                                         means a financing (which may be completed in one of more tranches) by the Corporation
                                         after the date hereof for aggregate gross proceeds of not less than CDN$2,000,000; provided
                                         that such financing shall be completed in connection with the proposed listing of the
                                         Common Shares on a recognized stock exchange in Canada (which, for greater certainty,
                                         includes the TSX Venture Exchange and Canadian Securities Exchange) within two (2) months
                                         of the completion of such financing;



 


		(n)	“Qualified Financing Date”
                                         means the closing date of the Qualified Financing;



 


		(o)	“Qualified Financing Price”
                                         shall mean the price per security issued by the Corporation in the Qualified Financing;



 


		(p)	“Register” has
                                         the meaning ascribed to such term on the first page hereof; and



 


		(q)	“Warrant” shall
                                         mean a common share purchase warrant of the Corporation.



 


		2.	Expiry Time: At the Expiry
                                         Time, all rights under the Warrants evidenced hereby, in respect of which the right of
                                         subscription and purchase herein provided for shall not theretofore have been exercised,
                                         shall expire and be of no further force and effect.



 




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		3.	Exercise Procedure:



 


		(a)	Following the Qualified Financing
                                         Date, the Holder may exercise the right to subscribe and purchase the number of Common
                                         Shares herein provided for by delivering to the Corporation prior to the Expiry Time
                                         at its office set forth herein the subscription form, attached hereto as Exhibit “I”,
                                         duly completed and executed by the Holder or its legal representative or attorney, duly
                                         appointed by an instrument in writing in form and manner satisfactory to the Corporation,
                                         together with a certified cheque, bank draft or other means acceptable to the Corporation
                                         in same day freely transferable funds, payable to or to the order of the Corporation
                                         in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised.
                                         Any subscription form so surrendered shall be deemed to be surrendered only upon delivery
                                         thereof to the Corporation at its office set forth herein (or to such other address as
                                         the Corporation may notify the Holder).



 


		(b)	Upon such delivery as aforesaid,
                                         the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed
                                         for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant
                                         Certificate and the Holder hereof shall become a shareholder of the Corporation in respect
                                         of the Common Shares subscribed for with effect from the date of such delivery and shall
                                         be entitled to delivery of a certificate or direct registration transaction advice evidencing
                                         the Common Shares and the Corporation shall cause such certificate or direct registration
                                         transaction advice to be couriered to the Holder hereof at the address or addresses specified
                                         in such subscription as soon as practicable, and in any event within five Business Days
                                         of such delivery.



 


		(c)	Where required by applicable securities
                                         laws, the certificate representing the Common Shares issued upon exercise of this Warrant
                                         Certificate shall bear the following legend:



 


“UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER
THE LATER OF (I) [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ISSUE DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.”


 


provided that, if at any time,
in the opinion of counsel to the Corporation, such legend is no longer necessary or advisable under any such securities laws,
or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the
Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not
required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does
not bear such legend.


 


		(d)	This Warrant may not be exercised
                                         in the United States or by or on behalf of a U.S. Person unless an exemption is available
                                         from the registration requirements of the United States Securities Act of 1933, as amended
                                         (the “U.S. Securities Act”), and applicable state securities laws
                                         and the Holder has furnished an opinion of counsel of recognized standing in form and
                                         substance satisfactory to the Corporation to such effect. THESE WARRANTS MAY NOT BE EXERCISED
                                         IN THE UNITED STATES OR BY OR BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF A US PERSON
                                         UNLESS THE SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN
                                         REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION
                                         OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES”
                                         AND “US PERSON’ ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.



 




    	 	3	 



     


    

 


		4.	Partial Exercise: Following
                                         the Qualified Financing Date, the Holder may subscribe for and purchase a number of Common
                                         Shares less than the number the Holder is entitled to purchase pursuant to this Warrant
                                         Certificate. In the event of any such subscription prior to the Expiry Time, the Holder
                                         shall in addition be entitled to receive, without charge, a new Warrant Certificate in
                                         respect of the balance of the Common Shares which the Holder was entitled to subscribe
                                         for pursuant to this Warrant Certificate and which were then not purchased.



 


		5.	No Fractional Shares:
                                         Notwithstanding any adjustments provided for in Section 11 hereof or otherwise, the Corporation
                                         shall not be required upon the exercise of any Warrants to issue fractional Common Shares
                                         in satisfaction of its obligations hereunder and, in any such case, the number of Common
                                         Shares issuable upon the exercise of any Warrants shall be rounded down to the nearest
                                         whole number without compensation to the Holder therefor.



 


		6.	Exchange of Warrant Certificates:
                                         This Warrant Certificate may be exchanged for Warrant Certificates representing in
                                         the aggregate the same number of Warrants and entitling the Holder thereof to subscribe
                                         for and purchase an equal aggregate number of Common Shares at the same Exercise Price
                                         and on the same terms as this Warrant Certificate (with or without legends as may be
                                         appropriate).



 


		7.	Transfer of Warrants:
                                         The Warrants may be transferred by the Holder completing and delivering to the Corporation
                                         the transfer form attached hereto as Exhibit "II" and upon compliance with
                                         all applicable securities laws. The transferee of a Warrant shall, after a transfer form
                                         is duly completed and upon compliance with all other reasonable requirements of the Corporation
                                         or law, be entitled to have his, her or its name entered on the Register as the owner
                                         of such Warrant, free from all equities or rights of set-off or counterclaim between
                                         the Issuer and the transferor or any previous holder of such Warrant, save in respect
                                         of equities of which the Corporation is required to take notice by statute or by order
                                         of a court of competent jurisdiction.



 


		8.	Not a Shareholder: Nothing
                                         in this Warrant Certificate or in the holding of a Warrant evidenced hereby shall be
                                         construed as conferring upon the Holder any right or interest whatsoever as a shareholder
                                         of the Corporation.



 


		9.	No Obligation to Purchase:
                                         Nothing herein contained or done pursuant hereto shall obligate the Holder to subscribe
                                         for or the Corporation to issue any Common Shares except those Common Shares in respect
                                         of which the Holder shall have exercised its right to purchase hereunder in the manner
                                         provided herein.



 


		10.	Covenants:



 


The Corporation covenants and agrees that
so long as any Warrants evidenced hereby remain outstanding:


 


		(a)	until the Expiry Time, it will
                                         reserve and there will remain unissued out of its authorized capital a sufficient number
                                         of Common Shares to satisfy the right of purchase herein provided, as such right of purchase
                                         may be adjusted as contemplated herein;



 


		(b)	it will use reasonable efforts:
                                         (i) to comply with securities legislation applicable to it in order that the Corporation
                                         not be in default of any material requirements of such legislation; (ii) to do or cause
                                         to be done all things necessary to preserve and maintain its corporate existence; and
                                         (iii) in the event that the Common Shares are listed on a recognized stock exchange in
                                         Canada, to maintain the listing of the Common Shares on such exchange until the Expiry
                                         Time, provided that this covenant shall not prevent the Corporation from completing any
                                         transaction which would result in the Common Shares ceasing to be listed so long as the
                                         holders of such shares receive securities of an entity which is listed on a stock exchange
                                         in Canada or cash, or the holders of such shares have approved the transaction in accordance
                                         with the requirements of applicable corporate and securities laws and the rules and policies
                                         of the applicable stock exchange. All Common Shares will be issued upon the exercise
                                         of the right to purchase herein provided for, upon payment therefor of the amount at
                                         which such Common Shares may at the time be purchased pursuant to the provisions hereof,
                                         as fully paid and non-assessable shares; and



 




    	 	4	 



     


    

 


		(c)	the Corporation will do, execute,
                                         acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all
                                         other acts, deeds and assurances in law as may be reasonably required for the better
                                         accomplishing and effecting of the intentions and provisions of this Warrant Certificate.



 


		11.	Adjustments:



 


		(a)	Adjustment: The rights of
                                         the Holder, including the number of Common Shares issuable upon the exercise of such
                                         Warrants represented by this Warrant Certificate, will be adjusted from time to time
                                         in the events and in the manner provided in, and in accordance with the provisions of,
                                         this Section 11.



 


		(b)	Share Reorganization: If
                                         and whenever at any time during the Adjustment Period, the Corporation shall (i) subdivide,
                                         redivide or change the outstanding Common Shares into a greater number of Common Shares;
                                         (ii) consolidate, combine or reduce the outstanding Common Shares into a lesser number
                                         of Common Shares; or (iii) fix a record date for the issue of Common Shares or securities
                                         convertible into or exchangeable for Common Shares to all or substantially all of the
                                         holders of Common Shares by way of a stock dividend or other distribution, then, in each
                                         such event, the Exercise Price shall, on the record date for such event or, if no record
                                         date is fixed, the effective date of such event, be adjusted so that it will equal the
                                         rate determined by multiplying the Exercise Price in effect immediately prior to such
                                         date by a fraction, of which the numerator shall be the total number of Common Shares
                                         outstanding on such date before giving effect to such event, and of which the denominator
                                         shall be the total number of Common Shares outstanding on such date after giving effect
                                         to such event. Such adjustment shall be made successively whenever any such event shall
                                         occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to
                                         have been made on the record date for such stock dividend for the purpose of calculating
                                         the number of outstanding Common Shares under this subsection 11(b).



 


		(c)	Reclassifications: If and
                                         whenever at any time during the Adjustment Period, there is (i) any reclassification
                                         of or amendment to the outstanding Common Shares, any change of the Common Shares into
                                         other shares or any other reorganization of the Corporation (other than as described
                                         in subsection 11(b) hereof); (ii) any consolidation, amalgamation, arrangement, merger
                                         or other form of business combination of the Corporation with or into any other corporation
                                         resulting in any reclassification of the outstanding Common Shares, any change of the
                                         Common Shares into other shares or any other reorganization of the Corporation; or (iii)
                                         any sale, lease, exchange or transfer of the undertaking or assets of the Corporation
                                         as an entirety or substantially as an entirety to another corporation or entity, then,
                                         in each such event, the Holder upon the exercise of each Warrant shall be entitled to
                                         receive, and shall accept, in lieu of the number of Common Shares to which such Holder
                                         was theretofore entitled upon such exercise, the kind and number or amount of shares
                                         or other securities or property which such Holder would have been entitled to receive
                                         as a result of such event if, on the effective date thereof, such Holder had been the
                                         registered holder of the number of Common Shares to which such Holder was theretofore
                                         entitled upon such exercise. If necessary as a result of any such event, appropriate
                                         adjustments will be made in the application of the provisions set forth in this subsection
                                         with respect to the rights and interests thereafter of the Holder of this Warrant Certificate
                                         to the end that the provisions set forth in this subsection will thereafter correspondingly
                                         be made applicable, as nearly as may reasonably be, in relation to any shares or other
                                         securities or property thereafter deliverable upon the exercise of this Warrant. Any
                                         such adjustments will be made by and set forth in an instrument supplemental hereto approved
                                         by the directors of the Corporation, acting reasonably, and shall for all purposes be
                                         conclusively deemed to be an appropriate adjustment.



 




    	 	5	 



     


    

 


		(d)	If at any time during the Adjustment
                                         Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the
                                         provisions of subsection 11(b) or  11(c) of this Warrant Certificate, then
                                         the number of Common Shares purchasable upon the subsequent exercise of the Warrants
                                         shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the
                                         number of Common Shares and Warrants purchasable upon the exercise of the Warrants immediately
                                         prior to such adjustment or readjustment by a fraction which shall be the reciprocal
                                         of the fraction used in the adjustment or readjustment of the Exercise Price.



 


		12.	Rules Regarding Calculation of
                                         Adjustment of Exercise Price:



 


		(a)	The adjustments provided for in
                                         Section 11 are cumulative and will, in the case of adjustments to the Exercise Price,
                                         be computed to the nearest one-hundredth of one cent and will be made successively whenever
                                         an event referred to therein occurs, subject to the following subsections of this Section
                                         12.



 


		(b)	No adjustment in the Exercise Price
                                         is required to be made unless such adjustment would result in a change of at least 1%
                                         in the prevailing Exercise Price provided, however, that any adjustments which, except
                                         for the provisions of this subsection, would otherwise have been required to be made,
                                         will be carried forward and taken into account in any subsequent adjustments.



 


		(c)	No adjustment in the Exercise Price
                                         will be made in respect of any event described in Section 11(c), other than the
                                         events referred to in subsection 11(c), if the Holder is entitled to participate
                                         in such event on the same terms, mutatis mutandis, as if the Holder had exercised
                                         this Warrant prior to or on the effective date or record date of such event.



 


		(d)	If at any time a question or dispute
                                         arises with respect to adjustments provided for in Section 11, such question or dispute
                                         will be conclusively determined by the auditor of the Corporation or, if they are unable
                                         or unwilling to act, by such other firm of independent chartered accountants as may be
                                         selected by action of the directors of the Corporation and any such determination, subject
                                         to regulatory approval and absent manifest error, will be binding upon the Corporation
                                         and the Holder. The Corporation will provide such auditor or chartered accountant with
                                         access to all necessary records of the Corporation.



 


		(e)	In case the Corporation after the
                                         date of issuance of this Warrant takes any action affecting the Common Shares, other
                                         than action described in Section 11, which in the opinion of the board of directors of
                                         the Corporation would materially affect the rights of the Holder, the Exercise Price
                                         will be adjusted in such manner, if any, and at such time, by action of the directors
                                         of the Corporation in their sole discretion, acting reasonably and in good faith, but
                                         subject in all cases to any necessary regulatory approval. Failure of the taking of action
                                         by the directors of the Corporation so as to provide for an adjustment on or prior to
                                         the effective date of any action by the Corporation affecting the Common Shares will
                                         be conclusive evidence that the board of directors of the Corporation has determined
                                         that it is equitable to make no adjustment in the circumstances.



 


		(f)	If the Corporation sets a record
                                         date to determine the holders of the Common Shares for the purpose of entitling them
                                         to receive any dividend or distribution or sets a record date to take any other action
                                         and, thereafter and before the distribution to such shareholders of any such dividend
                                         or distribution or the taking of any other action, decides not to implement its plan
                                         to pay or deliver such dividend or distribution or take such other action, then no adjustment
                                         in the Exercise Price will be required by reason of the setting of such record date.



 




    	 	6	 



     


    

 


		(g)	In the absence of a resolution
                                         of the directors of the Corporation fixing a record date for any event which would require
                                         any adjustment to this Warrant, the Corporation will be deemed to have fixed as the record
                                         date therefor the date on which the event is effected.



 


		(h)	As a condition precedent to the
                                         taking of any action which would require any adjustment to this Warrant, including the
                                         Exercise Price, the Corporation shall take any corporate action which may be necessary
                                         in order that the Corporation or any successor to the Corporation or successor to the
                                         undertaking or assets of the Corporation have unissued and reserved in its authorized
                                         capital and may validly and legally issue as fully paid and non-assessable all the shares
                                         or other securities which the Holder is entitled to receive on the full exercise thereof
                                         in accordance with the provisions hereof.



 


		(i)	The Corporation will from time
                                         to time, immediately after the occurrence of any event which requires an adjustment or
                                         readjustment as provided in Section 11, forthwith give notice to the Holder specifying
                                         the event requiring such adjustment or readjustment and the results thereof, including
                                         the resulting Exercise Price.



 


		(j)	The Corporation covenants to and
                                         in favour of the Holder that so long as this Warrant remains outstanding, it will give
                                         notice to the Holder of the effective date or of its intention to fix a record date for
                                         any event referred to in Sections 11 or 12 whether or not such event gives rise to an
                                         adjustment in the Exercise Price or the number and type of securities issuable upon the
                                         exercise of the Warrants and, in each case, such notice shall specify the particulars
                                         of such event and the record date and the effective date for such event; provided that
                                         the Corporation shall only be required to specify in such notice such particulars of
                                         such event as have been fixed and determined on the date on which such notice is given.
                                         Such notice shall be given not less than 14 days in each case prior to such applicable
                                         record date or effective date, unless giving such notice is not reasonably practicable,
                                         in which case the Corporation will give as much notice as is reasonably practicable.



 


		(k)	In any case in which Section 11
                                         shall require that an adjustment shall become effective immediately after a record date
                                         for or an effective date of an event referred to herein, the Corporation may defer, until
                                         the occurrence and consummation of such event, issuing to the Holder of this Warrant,
                                         if exercised after such record date or effective date and before the occurrence and consummation
                                         of such event, the additional Common Shares or other securities or property issuable
                                         upon such exercise by reason of the adjustment required by such event, provided, however,
                                         that the Corporation will deliver to the Holder an appropriate instrument evidencing
                                         the Holder’s right to receive such additional Common Shares or other securities
                                         or property upon the occurrence and consummation of such event and the right to receive
                                         any dividend or other distribution in respect of such additional Common Shares or other
                                         securities or property declared in favour of the holders of record of Common Shares or
                                         of such other securities or property on or after the Exercise Date or such later date
                                         as the Holder would, but for the provisions of this subsection, have become the holder
                                         of record of such additional Common Shares or of such other securities or property.



 


		13.	Consolidation and Amalgamation:



 


		(a)	The Corporation shall not enter
                                         into any transaction whereby all or substantially all or its undertaking, property and
                                         assets would become the property of any other corporation (herein called a “successor
                                         corporation”) whether by way of reorganization, reconstruction, consolidation,
                                         amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously
                                         with the consummation of such transaction the Corporation and the successor corporation
                                         shall have executed such instruments and done such things as the Corporation, acting
                                         reasonably, considers necessary or advisable to establish that upon the consummation
                                         of such transaction:



 




    	 	7	 



     


    

 


		(i)	the successor corporation will have
                                         assumed all the covenants and obligations of the Corporation under this Warrant Certificate,
                                         and



 


		(ii)	the Warrant and the terms set forth
                                         in this Warrant Certificate will be a valid and binding obligation of the successor corporation
                                         entitling the Holder, as against the successor corporation, to all the rights of the
                                         Holder under this Warrant Certificate.



 


		(b)	Whenever the conditions of subsection
                                         13(a) shall have been duly observed and performed the successor corporation shall possess,
                                         and from time to time may exercise, each and every right and power of the Corporation
                                         under this Warrant in the name of the Corporation or otherwise and any act or proceeding
                                         by any provision hereof required to be done or performed by any director or officer of
                                         the Corporation may be done and performed with like force and effect by the like directors
                                         or officers of the successor corporation.



 


		14.	Representation and Warranty:
                                         The Corporation hereby represents and warrants with and to the Holder that the Corporation
                                         is duly authorized and has the corporate and lawful power and authority to create and
                                         issue this Warrant and the Common Shares issuable upon the exercise hereof and perform
                                         its obligations hereunder and that this Warrant represents a valid, legal and binding
                                         obligation of the Corporation enforceable in accordance with its terms.



 


		15.	Lost Certificate: If
                                         the Warrant Certificate evidencing the Warrants issued hereby becomes stolen, lost, mutilated
                                         or destroyed the Corporation may, on such terms as it may in its discretion, acting reasonably,
                                         impose, issue and countersign a new Warrant Certificate of like denomination, tenor and
                                         date as the Warrant Certificate so stolen, lost mutilated or destroyed.



 


		16.	Governing Law: This Warrant
                                         shall be governed by, and construed in accordance with, the laws of the Province of Ontario
                                         and the federal laws of Canada applicable therein and will be treated in all respects
                                         as an Ontario contract. Each of the parties hereto, irrevocably attorns to the exclusive
                                         jurisdiction of the courts of the province of Ontario with respect to all matters arising
                                         out of this Warrant Certificate.



 


		17.	Severability: If any
                                         one or more of the provisions or parts thereof contained in this Warrant Certificate
                                         should be or become invalid, illegal or unenforceable in any respect in any jurisdiction,
                                         the remaining provisions or parts thereof contained herein shall be and shall be conclusively
                                         deemed to be, as to such jurisdiction, severable therefrom.



 


		18.	Headings: The headings
                                         of the articles, sections, subsections and clauses of this Warrant Certificate have been
                                         inserted for convenience and reference only and do not define, limit, alter or enlarge
                                         the meaning of any provision of this Warrant Certificate.



 


		19.	Numbering of Articles, etc.:
                                         Unless otherwise stated, a reference herein to a numbered or lettered article, section,
                                         subsection, clause, subclause or schedule refers to the article, section, subsection,
                                         clause, subclause or schedule bearing that number or letter in this Warrant Certificate.



 


		20.	Gender: Whenever used
                                         in this Warrant Certificate, words importing the singular number only shall include the
                                         plural, and vice versa, and words importing the masculine gender shall include the feminine
                                         gender.



 




    	 	8	 



     


    

 


		21.	Day not a Business Day:
                                         In the event that any day on or before which any action is required to be taken hereunder
                                         is not a Business Day, then such action shall be required to be taken on or before the
                                         requisite time on the next succeeding day that is a Business Day.



 


		22.	Binding Effect: This
                                         Warrant Certificate and all of its provisions shall enure to the benefit of the Holder,
                                         its successors, assigns and legal personal representatives and shall be binding upon
                                         the Corporation and its successors.



 


		23.	Further Assurances: The
                                         Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver,
                                         or cause to be done, executed, acknowledged and delivered, all and every such other act,
                                         deed and assurance as the Holder shall reasonably require for the better accomplishing
                                         and effectuating of the intentions and provisions of this Warrant Certificate.



 


		24.	Notice: Unless herein
                                         otherwise expressly provided, a notice to be given hereunder will be deemed to be validly
                                         given if the notice is sent by courier or registered mail addressed as follows:



 


		(a)	If to the Holder at the latest
                                         address of the Holder as recorded on the Register; and



 


		(b)	If to the Corporation at:



 


203-277 Lakeshore Road East


Oakville, ON L6J 6J3


 


Any notice given as aforesaid
shall conclusively be deemed to have been received by the addressee, if sent by courier, on the next following Business Day and,
if sent by mail, on the fifth day following the posting thereof.


 


		25.	Time of Essence: Time
                                         shall be of the essence hereof.



 


[Signature Page
to Follow]


 




    	 	9	 



     


    

 


IN WITNESS WHEREOF the Corporation
has caused this Warrant Certificate to be signed by its duly authorized officer as of ______________________________, 2018.


 


	 	EHAVE,
    INC.
	 	 
	 	Per:	 
	 	 	Authorized
    Signatory


 


Signature Page –
Ehave, Inc. Warrant Certificate


 




    	 	 	 



     


    

 


EXHIBIT “I”


 


SUBSCRIPTION FORM


 


TO:        Ehave,
Inc.


203-277 Lakeshore
Road East


Oakville,
ON L6J 6J3


 


The undersigned holder of the within Warrant
certificate hereby irrevocably subscribes for ___________ Common Shares of Ehave, Inc. pursuant to the within Warrant certificate
and tenders herewith a certified cheque or bank draft for CDN$_________________ in full payment therefor.


 


The undersigned represents, warrants and
certifies the undersigned is not a U.S. Person or a person in the United States, and is not acquiring any of the Common Shares
issuable upon the exercise of the Warrants for the account or benefit of a U.S. Person or a person in the United States, and none
of the persons listed above is a U.S. Person or a person in the United States. For purposes hereof “United States”
and “U.S. Person” shall have the meanings given to such terms in Regulation S under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”).


 


	DATED                                                                                     .	 	 
	 	 	 
	 	 	(Name of Subscriber
    - please print)
	 	 	 
	 	 	By:                                                                                                         
	 	 	      (Authorized Signature)
	 	 	 
	 	 	 
	 	 	(Official Capacity
    or Title - please print)
	 	 	 
	 	 	 
	 	 	Please print name
    of individual whose signature appears 
	 	 	above if different
    than the name of the Subscriber 

    printed 
	 	 	above.


 


	Deliver
    the Common Shares as set forth below:	 	Register
    the Common Shares as set forth below:
	 	 	 
	 	 	 ̈ Same
    as Delivery Address (otherwise complete below)
	 	 	 
	 	 	 
	(Name)	 	(Name)
	 	 	 
	 	 	 
	(Account reference,
    if applicable)	 	(Account reference,
    if applicable)
	 	 	 
	 	 	 
	(Contact Name)	 	(Contact Name)
	 	 	 
	 	 	 
	(Address)	 	(Address)
	 	 	 
	 	 	 


 


Exhibit II –
Ehave, Inc. Warrant Certificate


 




    	 	 	 



     


    

 


EXHIBIT “II”


 


TRANSFER FORM


 


To:           Ehave,
Inc. (the “Corporation”)


203-277 Lakeshore
Road East


Oakville, ON L6J 6J3


 


FOR VALUE RECEIVED the undersigned
hereby sells, assigns and transfers to
__________________________________________________________________________________________________________


________________________________________________________________________________________________(print name and address) the Warrants represented by this Warrant certificate and hereby irrevocable constitutes and appoints
____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate
register of the Warrant Agent.


 


In the case of a warrant certificate that
contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following
must be checked):


 


 ̈           (A)           the
transfer is being made only to the Corporation;


 


 ̈           (B)            the
transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and
in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for
Removal of Legend attached as Appendix “A” to this Exhibit “II”; or


 


 ̈           (C)           the
transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction
that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has
furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably
satisfactory to the Corporation and the Warrant Agent to such effect.


 


In the case of a warrant certificate that
does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or
to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants
is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state
securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of
recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.


 


 ̈           If
transfer is to a U.S. Person, check this box.


 


DATED this ____ day
of_________________, 20____.


 


	SPACE
    FOR GUARANTEES OF 	)	 
	SIGNATURES (BELOW)	)	 
	 	)	Signature of Transferor
	 	)	 
	 	)	 
	Guarantor’s
    Signature/Stamp	)	Name of Transferor


 


Exhibit
II – Ehave, Inc. Warrant Certificate


 




    	 	 	 



     


    

 


APPENDIX “A” TO EXHIBIT
“II”


 


FORM OF DECLARATION FOR REMOVAL
OF LEGEND


 


TO:          Ehave,
Inc. (the “Corporation”)


 


The undersigned: (a) acknowledges that
the sale of the securities of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation
S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”); and (b) certifies
that: (1) the undersigned is not an affiliate of the Corporation as that term is defined in the 1933 Act; (2) the offer of such
securities was not made to a person in the United States and either: (A) at the time the buy order was originated, the buyer was
outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the
United States; or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market
as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that
the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller
nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in
connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off”
the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule
144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace the securities sold in reliance on Rule 904
of the U.S. Securities Act with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part
of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.


 


DATED this ____day
of _____, 20__.


 


	 	 
	 	(Name
    of Seller)
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Appendix “A”
to Exhibit II – Ehave, Inc. Warrant Certificate