Exhibit
4.28








 


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) JANUARY 31, 2018, 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 COMPENSATION OPTIONS
SHALL EXPIRE AND BE NULL AND VOID


 


COMPENSATION
OPTIONS TO PURCHASE COMMON SHARES


 


OF


 


EHAVE,
INC.


 


Issue Date: January
31, 2018


 


	Compensation
    Option Certificate No. [        ]	Options
    to Purchase

    Common Shares


 


THIS CERTIFIES THAT, for value
received, First Republic Capital Corporation, 55 University Avenue, Suite 1003, Toronto, Ontario M5J 2H7 (the “Holder”),
being the registered holder of the Number of Options (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 Compensation Option
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.


 


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 Compensation Options and the number of Compensation Options held by each of them.


 


The Corporation shall treat the Holder
as the absolute owner of the Compensation Options contemplated by this certificate representing such Compensation Options (the
“Compensation Option Certificate”) 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 Compensation Option 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 Compensation Option 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)	“Compensation
                                         Option” means an option to purchase a Common Share;



 


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



 


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



 


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



 


		(h)	“Expiry
                                         Date” means January 31, 2020;



 


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



 


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



 


		(k)	“Issue
                                         Date” means the issue date set forth on the first page of this Compensation
                                         Option Certificate;



 


		(l)	“Number
                                         of Options” means $52,500 divided by the Conversion Price;



 


		(m)	“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;



 


		(n)	“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;



 


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



 


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



 


		(q)	“Register”
                                         has the meaning ascribed to such term on the first page hereof.



 


		2.	Expiry Time:
                                         At the Expiry Time, all rights under the Compensation Options 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
                                         Compensation Options 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 Compensation Option 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 Compensation Option 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 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)	The Compensation
                                         Options contemplated herein 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 COPMENSATION OPTIONS 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.



 




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		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 Compensation Option 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 Compensation Option Certificate in respect of the balance of the Common Shares
                                         which the Holder was entitled to subscribe for pursuant to this Compensation Option 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 Compensation
                                         Options 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
                                         Compensation Options shall be rounded down to the nearest whole number without compensation
                                         to the Holder therefor.



 


		6.	Exchange of
                                         Compensation Option Certificates: This Compensation Option Certificate may be
                                         exchanged for Compensation Option Certificates representing in the aggregate the same
                                         number of Compensation Options 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 Compensation Option Certificate (with or without legends as may
                                         be appropriate).



 


		7.	Transfer of
                                         Compensation Options: The Compensation Options are non-transferrable.



 


		8.	Not a Shareholder:
                                         Nothing in this Compensation Option Certificate or in the holding of a Compensation
                                         Option 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 Compensation Options 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



 




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		(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 Compensation
                                         Option Certificate.



 


		11.	Adjustments:



 


		(a)	Adjustment:
                                         The rights of the Holder, including the number of Common Shares issuable upon the exercise
                                         of such Compensation Options represented by this Compensation Option 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 Compensation Option 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 Compensation
                                         Option 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 the
                                         Compensation Options evidenced by this Compensation Option Certificate. 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.



 




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		(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 Compensation
                                         Option Certificate, then the number of Common Shares purchasable upon the subsequent
                                         exercise of the Compensation Options shall be simultaneously adjusted or readjusted,
                                         as the case may be, by multiplying the number of Common Shares and Compensation Options
                                         purchasable upon the exercise of the Compensation Options 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 their Compensation Options 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 the Compensation Options evidenced by this Compensation
                                         Option Certificate 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.



 




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		(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 the Compensation Options evidenced by this Compensation
                                         Option Certificate, 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 the Compensation
                                         Options evidenced by this Compensation Option Certificate, 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 any Compensation Options evidenced
                                         by this Compensation Option Certificate remain 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
                                         Compensation Options 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,
                                         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:



 




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



 


		(ii)	the Compensation
                                         Options and the terms set forth in this Compensation Option 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 Compensation Option
                                         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 Compensation Option Certificate 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 the Compensation Options evidenced by this Compensation
                                         Option Certificate and the Common Shares issuable upon the exercise hereof and perform
                                         its obligations hereunder and that this Compensation Option Certificate represents a
                                         valid, legal and binding obligation of the Corporation enforceable in accordance with
                                         its terms.



 


		15.	Lost Certificate:
                                         If this Compensation Option Certificate 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 Compensation Option Certificate of like denomination, tenor
                                         and date as the Compensation Option Certificate so stolen, lost mutilated or destroyed.



 


		16.	Governing
                                         Law: This Compensation Option Certificate 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 Compensation
                                         Option Certificate.



 


		17.	Severability:
                                         If any one or more of the provisions or parts thereof contained in this Compensation
                                         Option 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 Compensation
                                         Option Certificate have been inserted for convenience and reference only and do not define,
                                         limit, alter or enlarge the meaning of any provision of this Compensation Option 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 Compensation Option Certificate.



 


		20.	Gender:
                                         Whenever used in this Compensation Option 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.



 




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		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 Compensation Option 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 Compensation
                                         Option 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]


 




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


 


	 

         
	EHAVE,
    INC.
	 	Per:	 
	 	 	Authorized
    Signatory


 


Signature
Page – Ehave, Inc. Compensation Option Certificate 


 




    	 	 	 



     


    

 


EXHIBIT “I”


 


SUBSCRIPTION FORM


 


TO:        Ehave,
Inc.


203-277 Lakeshore
Road East


Oakville, ON
L6J 6J3


 


The undersigned holder of the within Compensation
Option Certificate hereby irrevocably subscribes for ___________ Common Shares of Ehave, Inc. pursuant to the within Compensation
Option 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 Compensation Options 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 I – Ehave, Inc. Compensation
Option Certificate