Exhibit 4.29





 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY OR ANY SECURITIES 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.


 


	DEBENTURE CERTIFICATE NUMBER: 201801 – D[l]	[l]DEBENTURES


 


EHAVE,
INC.


 


SENIOR
SECURED CONVERTIBLE DEBENTURE


 


EHAVE, INC. a body corporate incorporated
under the laws of [l] (the “Corporation”),
for value received hereby acknowledges itself indebted and promises to pay to [name
and address of debenture holder] (the “Holder”), on [l],
2020 (the “Maturity Date”) or on such earlier date as the principal amount of [Dollar
amount written] ($[l])
(the “Principal”) convertible debentures of the Corporation (the “Debentures”) may become
payable hereunder, in lawful money of Canada to the Holder and to pay in the same money and at the same place interest on the
Principal or on so much thereof as remains from time to time unpaid at the rate of ten percent (10.0%) per annum, payable at the
earlier of (i) the Conversion Date (as defined herein), and (ii) the Maturity Date.


 




     

     


    

 


ARTICLE
1

INTERPRETATION


 


		1.1	Definitions



 


In this Debenture, including the recitals
and any schedules hereto:


 


		(a)	“Business
                                         Day” means any day other than Saturday, Sunday or a statutory or civic holiday,
                                         or any other day on which the banks are open for business in the Province of Ontario;



 


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



 


		(c)	“Conversion
                                         Date” has the meaning ascribed to such term in Section 3.1(a);



 


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



 


		(e)	“Corporation”
                                         has the meaning ascribed to such term on the first page of this Debenture;



 


		(f)	“Current
                                         Market Price” means the price per share of the Common Shares as determined
                                         by the board of directors of the Corporation;



 


		(g)	“Debentures”
                                         has the meaning ascribed to such term on the first page of this Agreement;



 


		(h)	“Event
                                         of Default” has the meaning ascribed to such term in Section 4.1;



 


		(i)	“Holder”
                                         has the meaning ascribed to such term on the first page of this Agreement;



 


		(j)	“Maturity
                                         Date” has the meaning ascribed to such term on the first page of this Agreement,
                                         subject to adjustment pursuant to Section 2.9;



 


		(k)	“Offering”
                                         means the offering by the Corporation of units comprised of secured convertible debentures
                                         and Common Share purchase warrants for aggregate proceeds of approximately CDN$1,500,000
                                         and which Offering may close in multiple tranches;



 


		(l)	“Principal”
                                         has the meaning ascribed to such term on the first page of this Agreement;



 


		(m)	“Qualified
                                         Financing” shall mean the completion of a financing 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 Price” shall mean the price per security issued by the Corporation
                                         in the Qualified Financing; and



 


		(o)	“Taxes”
                                         has the meaning ascribed to such term in Section 2.4.



 




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		1.2	Gender and Number



 


Words importing the singular number or
masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.


 


		1.3	Headings, Etc.



 


The division of this Debenture into Articles
and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation
of this Debenture.


 


		1.4	Day not a Business Day.



 


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


 


		1.5	Monetary References.



 


Whenever any amounts of money are referred
to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.


 


ARTICLE
2

REGISTRATION AND TRANSFER OF DEBENTURE


 


		2.1	Registration and Transfer of
                                         Debentures



 


		(a)	The
                                         Corporation shall, at all times while this Debenture is outstanding, cause to be kept
                                         by and at the principal office of the Corporation a register in which shall be entered
                                         the name and address of the Holder and particulars of this Debenture. No transfer of
                                         this Debenture shall be valid unless made by the Holder or its executors or administrators
                                         or other legal representatives or its attorney duly appointed by an instrument in writing
                                         in form and execution satisfactory to the Corporation, upon compliance with such reasonable
                                         requirements as the Corporation may prescribe, and unless such transfer shall have been
                                         duly entered on the register.



 


		(b)	The
                                         register referred to in this Section shall at all reasonable times be open for inspection
                                         by the Holder.



 


		(c)	This
                                         Debenture shall not be assigned unless all the obligations due to the assignor are also
                                         assigned to the assignee of this Debenture and a notice of such assignment shall be submitted
                                         to the Corporation substantially in the form of Schedule “A” attached hereto.



 


		(d)	The
                                         Corporation shall not be required to transfer or exchange this Debenture on any date
                                         when interest payment are due as contemplated hereunder or during a period of ten (10)
                                         Business Days immediately preceding any such date.



 


		2.2	Person Entitled to Payment



 


		(a)	The
                                         Holder shall be deemed and regarded as the owner for all purposes of this Debenture and
                                         payment of the Principal and any interest thereon shall be made only to or upon the order
                                         in writing of the Holder and such payment shall be a good and sufficient discharge to
                                         the Corporation and any paying agent for the amounts so paid.



 




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		(b)	The
                                         Holder shall be entitled to the Principal and interest thereon evidenced by this Debenture,
                                         free from all equities or rights of set-off or counterclaim between the Corporation and
                                         the original or any intermediate holder thereof and all persons may act accordingly and
                                         a transferee of this Debenture shall, after an appropriate form of transfer is lodged
                                         with the Corporation be entitled to be entered on any of the appropriate registers as
                                         the owner of this Debenture, free from all equities or rights of set-off or counterclaim
                                         between the Corporation and such holder’s transferor or any previous holder thereof,
                                         except for equities the Corporation is required to take notice of by statute or by order
                                         of a court of competent jurisdiction.



 


		(c)	Delivery
                                         to the Corporation by the Holder of the receipt of the Holder for the Principal and interest
                                         thereon shall be a good and valid discharge to the Corporation, which shall not be bound
                                         to enquire into the title of the Holder, save as ordered by some court of competent jurisdiction
                                         or as required by statute. The Corporation shall not be bound to see to the execution
                                         of any trust affecting the ownership of this Debenture nor be affected by notice of any
                                         equity that may be subsisting in respect thereof.



 


		2.3	Mutilation, Loss, Theft or
                                         Destruction



 


In case this Debenture
shall become mutilated or be lost, stolen or destroyed, the Corporation, in its discretion, may issue and deliver a new Debenture
upon surrender and cancellation of the mutilated Debenture, or in the case of a lost, stolen or destroyed Debenture, in lieu of
and in substitution for the same. In case of loss, theft or destruction, the applicant for a substituted Debenture shall furnish
to the Corporation such evidence of the loss, theft or destruction of this Debenture as shall be satisfactory to the Corporation
in its discretion and shall also furnish an indemnity satisfactory to the Corporation. The applicant shall pay all reasonable
expenses incidental to the issuance of any substituted Debenture including the cost of such indemnity or indemnity bond.


 


		2.4	Payment of Debenture



 


All payments to be
made to the Holder by the Corporation under this Debenture shall be made by certified cheque, bank draft or wire transfer in immediately
available funds to the Holder’s designated account or at the address of the Holder as set out in Section 5.7, free and clear
of and without deduction or withholding for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”) imposed by Canada (or any of the provinces and territories thereof), unless such Taxes are required
by applicable law to be deducted or withheld. If the Corporation shall be required by applicable law to deduct or withhold any
such Taxes from or in respect of any amount payable under this Debenture, (a) the amount payable shall be decreased (and for greater
certainty, in the case of interest, the amount of interest shall be decreased) by the amount of such deduction or withholding;
(b) the Corporation shall make such deductions or withholdings; and (c) the Corporation shall pay the full amount deducted or
withheld forthwith to the relevant governmental entity in accordance with applicable law.


 




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		2.5	Holder not a Shareholder



 


Nothing in this Debenture
shall, in itself confer or be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the
Corporation, including, without limitation, the right to vote at, to receive notice of, or to attend a meeting of shareholders
or any offer of the Corporation, or the right to receive dividends or other distributions.


 


		2.6	Debenture Issued as Security



 


This Debenture shall
be held by the Holder as continuing security for the obligations which from time to time are due and owing by the Corporation
to the Holder and any ultimate unpaid balance or unperformed part thereof.


 


		2.7	Concerning Interest



 


		(a)	Unless
                                         otherwise specifically provided herein, interest shall be computed on the basis of a
                                         year of 360 days composed of twelve 30-day months. With respect to the Debentures, whenever
                                         interest is computed on the basis of a year (the “deemed year”) which
                                         contains more days than the actual number of days in the calendar year of calculation,
                                         such rate of interest shall be expressed as a yearly rate for purposes of the Interest
                                         Act (Canada) by multiplying such rate of interest by the actual number of days in
                                         the calendar year of calculation and dividing it by the number of days in the deemed
                                         year.



 


		(b)	Subject
                                         to any required approval of a recognized stock exchange in connection with a Qualified
                                         Financing, all unpaid interest earned and accrued with respect to the Debentures shall
                                         be deemed as Principal and shall be treated as same for the purposes of this Debenture
                                         (“Added Principal”). If in connection with a Qualified Financing,
                                         a recognized stock exchange shall not allow for accrued and earned interest to be reclassified
                                         as Principal, the provisions of this Section 2.7(b) shall have no force and effect.



 


		(c)	There
                                         shall be no interest earned on Added Principal.



 


		2.8	Pre-Payment Right



 


If no Event of Default
has occurred, and upon providing not less than thirty (30) days written notice to the Holder, the Corporation shall have the option
to pre-pay all or any portion of the Principal outstanding plus any accrued and unpaid interest in cash. Upon receiving the notice
referred to in the prior sentence, the Holder shall have ten (10) days to exercise the Holder’s right of conversion pursuant
to Section 3.1 (in whole or in part).


 


		2.9	Acceleration of Maturity Date



 


If, following the
completion of a Qualified Financing, the Corporation issues any Common Shares (“Discounted Issuance”) at a
price that is lower than the Conversion Price (after taking into account any adjustments in accordance with this Debenture), then
the Maturity Date shall be accelerated to the date that is thirty (30) days following the closing of the Discounted Issuance and
all outstanding Principal and any accrued and unpaid interest thereon shall become due on such accelerated Maturity Date.


 




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ARTICLE
3

CONVERSION OF DEBENTURE


 


		3.1	Conversion Privilege



 


		(a)	Following
                                         the completion of a Qualified Financing and subject to the provisions and conditions
                                         of Section 2.8 and this ARTICLE 4, the Holder shall have the right, at the Holder's option,
                                         at any time prior to 5:00 p.m. (Toronto time) on the last Business Day immediately preceding
                                         the Maturity Date, to convert the whole or any part of the Principal that is divisible
                                         by $1,000 into Common Shares at the Conversion Price, in effect as of the date of such
                                         conversion (“Conversion Date”). To make such election to convert,
                                         the Holder shall deliver to the Corporation a conversion notice substantially in the
                                         form of Schedule “B” attached hereto.



 


		(b)	The
                                         conversion shall extend only to the maximum number of whole Common Shares into which
                                         the aggregate Principal surrendered for conversion at any one time by the Holder may
                                         be converted in accordance with the foregoing provisions of this Section. Fractional
                                         interests in Common Shares shall be adjusted for in the manner provided in Section 3.3.



 


		(c)	Upon
                                         conversion of this Debenture, any accrued but unpaid interest due to the date of conversion
                                         which is not being converted in the manner herein provided shall be payable by the Corporation
                                         to the Holder within 30 days of the Conversion Date.



 


		(d)	Within
                                         ten Business Days of the Conversion Date, the Corporation shall issue or cause to be
                                         issued and deliver or cause to be delivered to the Holder a certificate or certificates
                                         in the name of the Holder for the number of Common Shares deliverable upon the conversion
                                         of this Debenture (or specified portion thereof).



 


		(e)	If
                                         the Holder shall convert less than all of the Principal, the Holder shall be entitled
                                         to receive a certificate representing any balance of the Principal amount of Debenture
                                         not converted and interest accrued thereon.



 


		3.2	Adjustment of Conversion Price



 


The Conversion Price
shall be subject to adjustment from time to time as follows:


 


		(a)	if
                                         and whenever at any time prior to the Conversion Date the Corporation shall (i) subdivide
                                         or re-divide the outstanding Common Shares into a greater number of shares; (ii) reduce,
                                         combine or consolidate the outstanding Common Shares into a smaller number of shares;
                                         or (iii) issue Common Shares to the holders of all or substantially all of the outstanding
                                         Common Shares by way of a stock dividend (other than the issue of Common Shares to holders
                                         of Common Shares who have elected to receive dividends in the form of Common Shares in
                                         lieu of dividends paid in the ordinary course on the Common Shares), the Conversion Price
                                         in effect on the effective date of such subdivision, re-division, reduction, combination
                                         or consolidation or on the record date for such issue of Common Shares by way of a stock
                                         dividend, as the case may be, shall in the case of any of the events referred to in (i)
                                         and (iii) above be decreased in proportion to the number of outstanding Common Shares
                                         resulting from such subdivision, redivision or dividend, or shall, in the case of any
                                         of the events referred to in (ii) above, be increased in proportion to the number of
                                         outstanding Common Shares resulting from such reduction, combination or consolidation.
                                         Such adjustment shall be made successively whenever any event referred to in this subsection
                                         3.2(a) 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 the stock dividend for the purpose
                                         of calculating the number of outstanding Common Shares under subsections (b) and (c)
                                         of this Section 3.2;



 




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		(b)	if
                                         and whenever at any time prior to the Conversion Date the Corporation shall fix a record
                                         date for the issuance of rights or warrants to all or substantially all the holders of
                                         its outstanding Common Shares entitling them, for a period expiring not more than 45
                                         days after such record date, to subscribe for or purchase Common Shares (or securities
                                         convertible into or exchangeable for Common Shares) at a price per share (or having a
                                         conversion or exchange price per share) less than 80% of the Current Market Price of
                                         a Common Share on such record date, the Conversion Price shall be adjusted immediately
                                         after such record date so that it shall equal the price determined by multiplying the
                                         Conversion Price in effect on such record date by a fraction, of which the numerator
                                         shall be the total number of Common Shares outstanding on such record date plus a number
                                         of Common Shares equal to the number arrived at by dividing the aggregate price of the
                                         total number of additional Common Shares offered for subscription or purchase (or the
                                         aggregate conversion or exchange price of the convertible or exchangeable securities
                                         so offered) by such Current Market Price per Common Share, and of which the denominator
                                         shall be the total number of Common Shares outstanding on such record date plus the total
                                         number of additional Common Shares offered for subscription or purchase (or into which
                                         the convertible or exchangeable securities so offered are convertible or exchangeable).
                                         Such adjustment shall be made successively whenever such a record date is fixed. To the
                                         extent that any such rights or warrants are not so issued or any such rights or warrants
                                         are not exercised prior to the expiration thereof, the Conversion Price shall be re-adjusted
                                         to the Conversion Price which would then be in effect if such record date had not been
                                         fixed or to the Conversion Price which would then be in effect based upon the number
                                         of Common Shares (or securities convertible into or exchangeable for Common Shares) actually
                                         issued upon the exercise of such rights or warrants, as the case may be;



 


		(c)	if
                                         and whenever at any time prior to the Conversion Date the Corporation shall fix a record
                                         date for the making of a distribution to all or substantially all the holders of its
                                         outstanding Common Shares of (i) shares of any class other than Common Shares and other
                                         than shares distributed to holders of Common Shares who have elected to receive dividends
                                         in the form of such shares in lieu of dividends paid in the ordinary course; (ii) rights,
                                         options or warrants (excluding rights, options or warrants entitling the holders thereof
                                         for a period of not more than 45 days to subscribe for or purchase Common Shares or securities
                                         convertible into Common Shares); or (iii) evidences of its indebtedness; or (iv) assets
                                         (excluding dividends paid in the ordinary course) then, in each such case, the Conversion
                                         Price shall be adjusted immediately after such record date so that it shall equal the
                                         price determined by multiplying the Conversion Price in effect on such record date by
                                         a fraction, of which the numerator shall be the total number of Common Shares outstanding
                                         on such record date multiplied by the Current Market Price per Common Share on such record
                                         date, less the fair market value (as determined by the board of directors with the approval
                                         of the trustee, acting reasonably, which determination shall be conclusive) of such shares
                                         or rights, options or warrants or evidences or indebtedness or assets so distributed,
                                         and of which the denominator shall be the total number of Common Shares outstanding on
                                         such record date multiplied by such Current Market Price per Common Share. Such adjustment
                                         shall be made successively whenever such a record date is fixed. To the extent that such
                                         distribution is not so made, the Conversion Price shall be re-adjusted to the Conversion
                                         Price which would then be in effect if such record date had not been fixed or to the
                                         Conversion Price which would then be in effect based upon such shares or rights, options
                                         or warrants or evidences of indebtedness or assets actually distributed, as the case
                                         may be. In (iv) of this subsection (c) the term “dividends paid in the ordinary
                                         course” shall include the value of any securities or other property or assets distributed
                                         in lieu of cash dividends paid in the ordinary course at the option of shareholders;



 




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		(d)	in
                                         any case in which this Section 3.2 shall require that an adjustment shall become effective
                                         immediately after a record date for an event referred to herein, the Corporation may
                                         defer, until the occurrence of such event, issuing to the Holder after such record date
                                         and before the occurrence of such event the additional Common Shares issuable upon such
                                         conversion by reason of the adjustment required by such event before giving effect to
                                         such adjustment; provided, however, that the Corporation shall deliver to the Holder
                                         an appropriate instrument evidencing the Holder's right to receive such additional Common
                                         Shares upon the occurrence of the event requiring such adjustment and the right to receive
                                         any distributions made on such additional Common Shares declared in favour of holders
                                         of record of Common Shares on and after the date of conversion or such later date as
                                         the Holder would, but for the provisions of this subsection (d) have become the holder
                                         of record of such additional Common Shares;



 


		(e)	the
                                         adjustments provided for in this Section 3.2 are cumulative and shall apply to successive
                                         subdivisions, re-divisions, reductions, combinations, consolidations, distributions,
                                         issues or other events resulting in any adjustment under the provisions of this Section
                                         3.2, provided that, notwithstanding any other provision of this Section, no adjustment
                                         of the Conversion Price shall be required unless such adjustment would require an increase
                                         or decrease of at least 1% in the Conversion Price then in effect; provided however,
                                         that any adjustments which by reason of this subsection (e) are not required to be made
                                         shall be carried forward and taken into account in any subsequent adjustment;



 


		(f)	for
                                         the purpose of calculating the number of Common Shares outstanding, Common Shares owned
                                         by or for the benefit of the Corporation or its subsidiaries shall not be counted;



 


		(g)	in
                                         the event of any question arising with respect to the adjustments provided in this Section
                                         3.2, such question shall be conclusively determined by a firm of chartered accountants
                                         appointed by the Corporation (who may be the auditors of the Corporation); such accountants
                                         shall have access to all necessary records of the Corporation any such determination
                                         shall be binding upon the Corporation and the Holder;



 


		(h)	in
                                         case the Corporation shall take any action affecting the Common Shares other than action
                                         described in this Section 3.2, which in the opinion of the directors of the Corporation
                                         would materially affect the rights of the Holder, the Conversion Price shall be adjusted
                                         in such manner and at such time, by action of the directors, as the directors in their
                                         sole discretion may determine to be equitable in the circumstances. Failure of the directors
                                         to make such an adjustment shall be conclusive evidence that the directors have determined
                                         that it is equitable to make no adjustment in the circumstances; and



 




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		(i)	no
                                         adjustment in the Conversion Price shall be made in respect of any event described in
                                         subsection 3.2(a)(iii), 3.2(b) or 3.2(c) if the Holder is entitled to participate in
                                         such event on the same terms mutatis mutandis as if the Holder had converted the Debenture
                                         prior to the effective date or record date, as the case may be, of such event.



 


		3.3	Fractional Shares



 


The Corporation shall
not issue fractional Common Shares upon the conversion of this Debenture and the Holder will receive a cash payment in satisfaction
of any fractional Common Shares determined on the basis of the Conversion Price on the Conversion Date.


 


		3.4	Corporation to Reserve Shares



 


The Corporation covenants
that it will at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issue upon
conversion of this Debenture such number of Common Shares as shall then be issuable upon the conversion of this Debenture. The
Corporation covenants that all Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.


 


		3.5	Taxes on Conversion



 


The Corporation will
from time to time promptly pay or make provision for the payment of any and all Taxes which may be imposed by the laws of Canada
or any province of Canada (except income tax or security transfer tax, if any) which shall be payable with respect to the issuance
or delivery to the Holder, upon the exercise of its right to conversion, of Common Shares of the Corporation pursuant to the terms
of this Debenture.


 


		3.6	Legended Certificates



 


Notwithstanding anything
herein contained, Common Shares issuable upon conversion of this Debenture will only be issued in compliance with the securities
laws of any applicable jurisdiction, and the certificates representing the Common Shares issued will bear all applicable legends.


 


		3.7	Cancellation of Converted Debenture



 


This Debenture converted
in whole or in part under the provisions specified herein shall be forthwith delivered to and cancelled by the Corporation and,
subject to the provisions of Section 3.1(d), no Debenture shall be issued in substitution therefor.


 


		3.8	Certificate as to Adjustment



 


The Corporation shall
from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section
3.2, deliver an officer’s certificate to the Holder specifying the nature of the event requiring the same and the amount
of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion
of a firm of chartered accountants appointed by the Corporation (who may be the auditors of the Corporation) and, shall be conclusive
and binding on all parties in interest. The Corporation shall, except in respect of any subdivision, re-division, reduction, combination
or consolidation of the Common Shares, forthwith give notice to the Holder in the manner herein provided specifying the event
requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if
the Corporation has given notice under Section 3.9 covering all the relevant facts in respect of such event, no such notice need
be given under this Section 3.8.


 




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		3.9	Notice of Special Matters



 


The Corporation covenants
with the holder that so long as this Debenture remains outstanding, it will give notice to the holder in the manner herein provided,
of its intention to fix a record date for any event referred to in Sections 3.2(a), 3.2(b), or 3.2(c) (other than the subdivision,
re-division, reduction, combination or consolidation of its Common Shares) which may give rise to an adjustment in the Conversion
Price, 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 shall
have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than ten (10) days
in each case prior to such applicable record date.


 


ARTICLE
4

EVENTS OF DEFAULT


 


		4.1	Events of Default



 


The Principal, interest
and other monies secured by this Debenture shall become immediately due and payable, whether with or without prior demand therefor,
and the security hereby constituted shall become immediately enforceable in each and every of the following events (each of such
events being hereinafter called an “Event of Default”):


 


		(a)	if
                                         the Corporation makes a default in the payment, in whole or in part, of the Principal
                                         or interest thereon or any other monies secured hereby and following notice from the
                                         Holder of such failure the default remains unrectified for a period of ten Business Days;



 


		(b)	if
                                         any material representation or warranty contained herein proves to be untrue;



 


		(c)	if
                                         the Corporation makes default in the observance or performance of any other covenant,
                                         agreement or condition on the part of the Corporation to be kept, observed or performed,
                                         whether herein or in any other agreement or instrument between the Corporation and the
                                         Holder and the default remains unrectified for a period of thirty (30) days;



 


		(d)	if
                                         an order is made or an effective resolution is passed for the winding up of the Corporation,
                                         or if a petition is filed for the winding up of the Corporation;



 


		(e)	if
                                         the Corporation becomes insolvent, or makes an unauthorized assignment or bulk sale of
                                         its assets, or if a petition in bankruptcy is filed or presented against the Corporation;



 


		(f)	if
                                         the Corporation ceases or threatens to cease to carry on its business, or if any proceeding
                                         with respect to the Corporation is commenced under the Companies' Creditors Arrangements
                                         Act or the Bankruptcy and Insolvency Act or any other proceedings is taken
                                         for the winding up, dissolution, or liquidation of the Corporation;



 




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		(g)	if
                                         proceedings are commenced to appoint a receiver/manager, or trustee in respect of the
                                         assets of the Corporation by a court or pursuant to any other agreement;



 


		(h)	if
                                         the securities of Corporation are not posted for trading on a recognized Canadian stock
                                         exchange (which, for greater certainty, includes the TSX Venture Exchange and Canadian
                                         Securities Exchange) within six (6) months from the date hereof;



 


		(i)	if
                                         the proceeds of the Offering are used in material variance of the financial model set
                                         out in Schedule “C” attached hereto without the prior written consent of
                                         KW Capital Partners Limited. For greater certainty, the Corporation shall have full and
                                         absolute discretion with respect to any use of proceeds in respect of any financing (other
                                         than the Offering) and any use of such proceeds in variance from the financial model
                                         shall not require the consent of KW Capital Partners Limited or be deemed an Event of
                                         Default; or



 


		(j)	the
                                         default which is continuing by the Corporation under the terms and conditions of any
                                         promissory issued by the Corporation prior to the date hereof.



 


		4.2	Breach



 


The Holder may waive
any breach by the Corporation of any of the provisions contained in this Debenture or any default by the Corporation in the observance
or performance of any covenant, agreement or condition required to be kept, observed or performed by the Corporation under the
terms of this Debenture.


 


ARTICLE
5

MISCELLANEOUS


 


		5.1	Covenants of the Corporation



 


The Corporation hereby covenants and agrees with the Holder
as follows:


 


		(a)	the
                                         Corporation covenants and agrees with the Holder that it shall repay all of the Principal
                                         and any interest thereon to the Holder in accordance with the terms hereof; and



 


		(b)	the
                                         Corporation shall give notice in writing forthwith to the Holder of the occurrence of
                                         any Event of Default, or other event which with lapse of time and/or giving of notice
                                         or otherwise would be an Event of Default, forthwith upon becoming aware thereof and
                                         specifying the nature of such default and/or Event of Default and the steps taken to
                                         remedy the same.



 


		5.2	Failure to Comply



 


If the Corporation
should fail to comply with any covenant or agreement contained herein, the Holder may, but shall not be obligated to, do whatever
is necessary to rectify such failure, and all sums so expended by the Holder or its agent shall forthwith become due and be payable
by the Corporation to the Holder and until paid shall form part of the Principal secured hereby and shall bear interest at the
aforesaid rate.


 




    	 	- 11 -	 



     


    

 


		5.3	Amalgamation



 


The Corporation acknowledges
and agrees that in the event it amalgamates with any other corporation or corporations it is the intention of the Corporation
and the Holder that the term “Corporation” when used herein shall apply to each of the amalgamating corporations
and to the amalgamated corporation.


 


		5.4	Indemnity



 


The Corporation will
indemnify the Holder and its successors and assigns against any and all liabilities, actions, claims, judgments, costs, charges
and reasonable legal fees that may be made against or incurred by the Holder, by reason of the assertion that the Holder has received
funds that may be claimed by third persons, either before or after the payment in full of the Principal, interest and other monies
secured hereby; and the Holder shall have the right to defend against any such claims, actions and charges and claim from the
Corporation all expenses incurred by the Holder in connection therewith, together with all reasonable legal fees as may be paid
by the Holder in connection therewith. It is understood and agreed that the covenants and conditions of this Section 5.4 shall
at all times be construed to be a personal covenant in favour of the Holder, and that such covenants and indemnity shall remain
in full force and effect notwithstanding the payment of the Principal, interest and all other monies secured by this Debenture.


 


		5.5	Assignability



 


The Principal, interest
and other monies hereby secured will be paid by the Corporation and shall be assignable by Holder free from any right of set off
or counterclaim by the Corporation or any equities between the Corporation and the Holder.


 


		5.6	Advances



 


Neither the execution
and delivery nor the registration of this Debenture shall for any reason whatsoever obligate or bind the Holder to advance any
monies, or having advanced a portion obligate the Holder in any way to advance the balance thereof.


 


		5.7	Notices



 


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 referenced in ARTICLE 2 herein; and



 


		(b)	If to the Corporation at:



 


Ehave, Inc.


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.


 




    	 	- 12 -	 



     


    

 


		5.8	Receipt



 


The Corporation hereby
acknowledges receipt of a copy of this Debenture, and waives its right to receive a copy of any financing statement, financing
change statement or verification statement filed or registered by the Holder.


 


		5.9	Enurement



 


This Debenture and
all its provisions shall enure to the benefit of the Holder, their successors and assigns and shall be binding upon the Corporation,
its successors and assigns.


 


		5.10	Plural



 


Wherever the singular
or masculine or neuter is used in this Debenture, the same shall be construed as meaning the plural or feminine or body corporate
and vice versa, where the context so requires.


 


		5.11	Waiver



 


No waiver of any right
of the Holder hereof shall be valid unless in writing delivered to the Corporation as herein provided. No amendment hereunder
shall be valid or effective for any purpose unless consented to in writing by the Holder.


 


		5.12	Severability



 


In the event that
any term or provision in this Debenture shall, to any extent, be invalid or unenforceable, the remaining terms and provisions
of this Debenture shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by applicable
law.


 


		5.13	Governing Law



 


This Debenture shall
be governed by and construed in accordance with the laws in force in the Province of Ontario and the federal laws of Canada applicable
therein and for the purposes of any legal proceedings in respect of this Debenture, the Corporation irrevocably submits to the
jurisdiction of the courts of the Province of Ontario. There shall be no application of any conflict of laws rule which is inconsistent
with this section.


 


[Signature Page
to Follow]


 




    	 	- 13 -	 



     


    

 


IN WITNESS WHEREOF the Corporation
has executed this Debenture by its proper officer duly authorized in that behalf as of the ___ day of ___________________, 2018.


 


	 	EHAVE, INC.
	 	 
	 	 
	 	Name:
	 	Title:


 


Signature
Page – Ehave, Inc. – Debenture Certificate




     

     


    

 


SCHEDULE “A”


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto _______________________________, whose address and social insurance number,
if applicable, are set forth below, this Debenture (or $________________ principal amount hereof*) of EHAVE, INC. standing
in the name(s) of the undersigned in the register maintained by the Corporation with respect to the Debentures and does hereby
irrevocably authorize and direct the Corporation to transfer such Debentures in such register, with full power of substitution
in the premises.


 


	Dated:	
	 	 
	Address of Transferee:	 
	 	(Street Address, City, Province and Postal Code)
	 	 
	Social Insurance Number of Transferee, if applicable:	 
	 	 	 	 


 


*If less than the full principal amount
of the within Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an
integral multiple thereof, unless you hold a Debenture in a non-integral multiple of $1,000, in which case such Debenture is transferable
only in its entirety) to be transferred.


 


The signature(s) to
this assignment must correspond with the name(s) as written upon the face of this Debenture in every particular without alteration
or any change whatsoever. The signature(s) must be guaranteed by a member of an acceptable Medallion Guarantee Program. Notarized
or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words:
"SIGNATURE GUARANTEED".


 


The registered holder
of this Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect
of the transfer of this Debenture.


 


	Signature of Guarantor:	 	 
	 	 	 
	 	 	 
	Authorized Officer	 	Signature of transferring registered holder
	 	 	 
	 	 	 
	Name of Institution	 	 


 


Form
of Assignment – Ehave, Inc. – Winter 2018 Debenture Certificate




     

     


    

 


SCHEDULE “B”


 


CONVERSION NOTICE





	TO:	EHAVE, INC.

        203-277 Lakeshore Road East

        Oakville, ON L6J 6J3

	 	 
	Note:	All capitalized terms used herein
    have the meaning ascribed thereto in the certificate (the “Certificate”) representing the Debentures to
    which this conversion notice is attached.


 


The undersigned registered holder of the
Debentures irrevocably elects to convert $_________________* of Principal in accordance with the terms of the Certificate and
tenders herewith the Certificate and the Debentures contemplated thereunder, and, if applicable, directs that the common shares
of Ehave, Inc. (“Common Shares”) issuable upon a conversion be issued and delivered to the person indicated
below. (If the Common Shares are to be issued in the name of a person other than the Holder, all requisite transfer taxes must
be tendered by the undersigned).


 


	Dated:	 	 	 
	 	 	(Signature of Registered Holder)


 


* The conversion amount must be $1,000 or integral multiples
thereof.


 


	NOTE:	If Common Shares are to be issued in the name of a person
other than the Holder, the signature must be guaranteed by a member of an acceptable Medallion Guarantee Program. The Guarantor
must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.



 


(Print name in which Common Shares are to be issued, delivered
and registered)


 


	Name:	 	 
	 	 	 
	 	 	 
	(Address)	 
	 	 
	 	 
	(City, Province and Postal Code)	 
	 	 	 
	Name of guarantor:	 	 
	 	 	 
	 	 	 
	Authorized signature:	 	 
	 	 	 	 


 


Conversion Notice – Ehave, Inc.
– Winter 2018 Debenture Certificate




     

     


    

 


SCHEDULE “C”


 


FINANCIAL MODEL


 


(see attached)


 


Financial Model – Ehave, Inc.
– Winter 2018 Debenture Certificate