Form 6-K Ehave, Inc. For: Feb 02

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2021

 

Commission file number: 333-207107

 

Ehave, Inc.

(Translation of Registrant’s Name Into English)

 

18851 NE 29^th Ave. Suite 700

Aventura, FL 33180

(954) 233-3511

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __________

 

 

  

COMPLETION OF ACQUISITION AND DISPOSITION OF ASSETS

 

In December 2020, Ehave, Inc., an Ontario corporation (“Ehave”), Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”) and 20/20 Global, Inc., a Nevada corporation (“20/20 Global”), and the former officers and directors of 20/20 Global, entered into definitive agreements that provided for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, attached hereto as an Exhibit, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitutes approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash, through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. Prior to these transactions, neither 20/20 Global nor its officers and directors had a material relationship with Ehave, MYC, or their respective officers and directors. As a result of these transactions, Ehave now controls the board and management of 20/20 Global.

 

A closing of the transactions contemplated by the above-described documents was initially scheduled for January 4, 2021, and then delayed by agreement. All of the above transactions were closed on January 19, 2021.

 

As a result of the MYC SPA, 20/20 Global is adopting MYC’s business plan and MYC became a wholly owned subsidiary of 20/20 Global, through which 20/20 will now conduct operations. MYC is a development-stage enterprise that proposes to develop a business to provide psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the next five years, its business model will focus on the following areas: palliative care, depression, and anxiety.

 

APPOINTMENT OF CERTAIN OFFICERS AND DIRECTORS FOR SUBSIDIARY

 

Under the Change of Control and Funding Agreement (each, attached hereto), the current directors and officers of 20/20 Global resigned and were replaced by designees of Ehave. Specifically, Mark D. Williams and Colin Gibson resigned as officers and directors, and Benjamin Kaplan and Mark Croskery were appointed to serve as replacement directors for 20/20 Global. The agreements also provided for Mr. Kaplan, the CEO of Ehave to serve as president and secretary of 20/20 Global.

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Registrant: Ehave, Inc.
February 2, 2021	By:	/s/ Ben Kaplan
		Ben Kaplan
		CEO

 

  

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Stock Purchase Agreement between 20/20 Global, Inc. and Ehave, Inc.
10.2		Change of Control and Funding Agreement
10.3		Amendment to Escrow Agreement and Definitive Agreements

  

 

Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (“SPA”) is made and becomes effective as of the date of the last signature (the “Effective Date”), by and among MARK D. WILLIAMS, COLIN GIBSON, and THE ROBERT AND JOANNA WILLIAMS TRUST (“Sellers”) and EHAVE INC., an Ontario corporation (“Purchaser”).

 

Premises

 

A. Sellers are principal shareholders of 20/20 Global, Inc., a Nevada corporation (“20/20 Global”), a publicly traded, fully reporting company that is current in its periodic reporting requirements under the Securities Exchange Act of 1934, as amended. 20/20 Global ceased active business operations in January 2020.

 

B. Purchaser owns beneficially and of record 100% of the issued and outstanding shares of capital stock (the “MYC Stock”) of Mycotopia Therapies Inc., a Florida corporation (“MYC”).

 

C. On November 28, 2020, Purchaser, 20/20 Global, and MYC entered into a term sheet (the “Term Sheet”) outlining the terms and conditions of a reorganization transaction which includes: (i) Purchaser purchasing control of 20/20 Global under the terms and conditions of this SPA; (ii) 20/20 Global purchasing the MYC Stock from Purchaser under a separate stock purchase agreement (the “MYC SPA”); and (iii) the change of control of 20/20 Global’s board of directors and management under the terms of Change of Control and Funding Agreement (the “Change of Control Agreement”).

 

D. The Term Sheet further provides that the closing of each of the transactions contemplated will be dependent on the closing of each of the other agreements and accordingly, the parties have agreed to enter into an escrow agreement with 20/20 Global’s stock transfer agent, Colonial Stock Transfer Company, Inc., to facilitate the simultaneous closing of the transactions outlined above (the “Escrow Agreement”).

 

E. The parties to this SPA believe it is in their best interests and the best interests of their respective stockholders, as may be applicable, to enter into this SPA, the MYC SPA, the Change of Control Agreement, and the Escrow Agreement (together, the “Definitive Agreements”).

 

Agreement

 

NOW, THEREFORE, on these premises, which are incorporated herein by reference, and in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

 

1. Definitions and Interpretation.

 

(a) Definitions. When used herein, the following terms will have the meanings set forth below.

 

(i) “Shares” means nine million, seven hundred and ninety-three thousand, seven hundred and fifty-four (9,793,754) shares of common stock, par value $0.001, of 20/20 Global, which are presently owned by Sellers in the numbers set forth opposite each Seller’s name on Appendix A.

 

 

(ii) “Purchase Price” means a total purchase price of three hundred and fifty thousand dollars and no cents ($350,000) for all of the Shares, which will be allocated to Sellers in the amounts set forth opposite each Seller’s name on Appendix A.

 

(b) Interpretation. The language in all parts of this SPA will be, in all cases, construed simply according to its fair meaning and not strictly for or against any party. Section headings contained in this SPA are for reference purposes only and will not affect the meaning or interpretation of this SPA. Except when the context clearly requires to the contrary: (a) instances of gender or entity-specific usage (e.g., “his,” “her,” “its,” or “individual”) will not be interpreted to preclude the application of any provision of this SPA to any individual or entity; (b) the word “or” will not be applied in its exclusive sense, unless the context otherwise requires; (c) “including” will mean that the items listed are illustrative and without limitation on the antecedent reference, without any implication that all or even most of the components are mentioned; (d) references to laws, regulations, and other governmental rules (collectively, “rules”), as well as to contracts, agreements, and other instruments (collectively, “instruments”), will mean such rules and instruments as in effect at the time of determination (taking into account any amendments thereto effective at such time without regard to whether such amendments were enacted or adopted after the effective date) and will include all successor rules and instruments thereto; (e) references to “$,” “cash,” or “dollars” will mean the lawful currency of the United States; (f) unless otherwise indicated, periods within which a payment is to be made or any other action is to be taken hereunder will be calculated excluding the day on which the period commences and including the day on which the period ends; (g) references to “federal” will be to laws, agencies, or other attributes of the United States (and not to any state or locality thereof); (h) if any day specified in this SPA for any notice, action, or event is not a business day, then the due date for such notice, action, or event will be extended to the next succeeding business day; (i) references to “days” will mean calendar days; references to “business days” will mean all days other than Saturdays, Sundays, and days that are legal holidays in the state of Nevada; and (j) days, business days, and times of day will be determined by reference to local time in Nevada.

 

2. Sale of Shares. At the Closing (as hereinafter defined), Purchaser will purchase the Shares for the Purchase Price. In consideration for the Purchase Price, Sellers will cause the transfer agent to issue and deliver certificates for the Shares to the Escrow Agent.

 

3. Securities Matters.

 

(a) 20/20 Global Documents. 20/20 Global is a fully reporting, publicly traded company and is current on its filings with the U.S. Securities and Exchange Commission (“SEC”). Purchaser acknowledges receipt of certain information concerning 20/20 Global, including its review of 20/20 Global’s periodic filings on the SEC’s EDGAR system.

 

(b) Certain Information. Each Seller, severally but not jointly, acknowledges the following information regarding 20/20 Global:

 

(i) 20/20 Global is not presently engaged in any trade or business and has no state or federal tax issues. 20/20 Global is not presently the subject of an SEC action or any other action by any federal or state regulatory agency.

 

(ii) The Purchase Price has been arbitrarily determined and bears no relation to net worth, asset value, market value, or any other criteria of value.

 

 

4. Representations and Warranties of Purchaser. As an inducement to the execution of this SPA by Sellers and to the fulfillment of the provisions hereof to be performed by Sellers, Purchaser covenants, represents, and warrants to Sellers that:

 

(a) Purchaser has had the opportunity to discuss this SPA and the following information with its professional advisors, counsel, or accountants, and it is aware of the circumstances and consequences of the following information and entering into this SPA.

 

(b) This investment is considered to be in the category of extreme risk and Purchaser acknowledges that it may lose its entire investment and that the loss of its entire investment will impose no significant hardship upon it or its business.

 

(c) The Shares are illiquid, unavailable for resale, and being acquired by reason of a specific exemption under the Securities Act of 1933, as amended (the “Securities Act”), as well as under certain state securities laws.

 

(d) Existing shareholders of 20/20 Global’s common stock may have purchased shares at prices substantially less than the price to be paid by Purchaser. Common stock that has previously been issued will be available for resale before resale of the Shares purchased by Purchaser will be available.

 

(e) Purchaser has all requisite power and authority to execute and deliver this SPA, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this SPA by Purchaser and the consummation by Purchaser of the transactions contemplated hereby has been duly authorized by all necessary corporate action, and no other proceedings on the part of Purchaser are necessary to authorize this SPA or to consummate the transactions contemplated hereby.

 

(f) Purchaser is able: (i) to bear the economic risk of this investment; (ii) to hold the Shares indefinitely; and (iii) to afford a complete loss of this investment. In addition, Purchaser has adequate means of providing for its current needs and personal contingencies, has no need for liquidity in this investment.

 

(g) Purchaser, together with its representative if any, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision.

 

(h) Purchaser confirms that, in making its decision to purchase the Shares, it has relied solely upon independent investigations made by it and/or by its representatives, tax professionals, and other advisors, and that it and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, persons acting on 20/20 Global’s behalf concerning the terms and conditions of this investment and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense.

 

(i) The Shares are being acquired by Purchaser in good faith solely for its own account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision, or fractionalization thereof.

 

 

(j) Purchaser confirms that: (i) it has no contract or arrangement with any person to sell, transfer, or pledge to any person the Shares or any part thereof, any interest therein, or any rights thereto; (ii) it has no present plans to enter into any such contract or arrangement; and (iii) it understands that as a result it must bear the economic risk of the investment for an indefinite period of time because the Shares have not been, and will not be, registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act (which 20/20 Global is not obligated to do and has no present intention of doing) or unless an exemption from such registration is available.

 

(k) Purchaser understands that no federal or state agency has passed on or made any recommendation or endorsement of the Shares and that 20/20 Global and Sellers are relying on the truth and accuracy of the representations, declarations, and warranties herein made by Purchaser in offering the Shares for sale to it without having first registered the same under the Securities Act.

 

(l) Purchaser realizes that, in the absence of the availability of Rule 144, any disposition by it of the Shares may require compliance with Regulation D or some other exemption from the Securities Act, and that 20/20 Global is under no obligation, and has no present intention, to take any action to make Rule 144 or any such exemption available.

 

(m) Purchaser represents that the funds provided for this investment are funds as to which it has the sole right of management.

 

(n) Purchaser consents to the placement of a legend on the certificate representing the Shares in a form substantially as follows:

 

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state. These securities have been acquired for investment and may not be sold or transferred in the absence of an effective registration or an available exemption from registration under the Securities Act or the laws of the applicable state.

 

(o) Purchaser has such knowledge and experience in business and financial matters that it is capable of evaluating 20/20 Global, the proposed activities thereof, and the risks and merits of this prospective investment in the Shares in general and the suitability of the investment for Purchaser in particular, and Purchaser is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits.

 

(p) Purchaser acknowledges that this SPA does not contain the information necessary for it to make an investment decision and it is responsible to make additional requests for information and independently analyze such information.

 

5. Representations and Warranties of Sellers. As an inducement to the execution of this SPA by Purchaser and to the fulfillment of the provisions hereof to be performed by Purchaser, each Seller, severally and not jointly, covenants, represents, and warrants to Purchaser that:

 

(a) Authority; Enforceability. Seller has full legal capacity, power, and authority to enter into and perform this SPA and the other documents to be executed and delivered by Sellers in connection with this SPA, and this SPA and the other documents constitute the valid and legally binding obligations of Seller, enforceable in accordance with their respective terms.

 

 

(b) Title. Seller is the registered holder of, and the owner of good title to, all of the Shares to be sold by such Seller hereunder, free and clear of any liens, claims, charges, encumbrances, equities, or options whatsoever. All of the Shares to be sold by Seller may be validly assigned, transferred, and delivered by Seller as herein provided. The Shares are not subject to any shareholder, voting, or other agreement relating to the Shares, and the transactions contemplated herein will not result in the breach of any term or provision of, or constitute an event of default under, any contract, agreement, or instrument to which any of the Sellers is a party. The Shares have been duly authorized, validly issued, fully paid, and nonassessable and were not issued in violation of, and are not subject to, any preemptive or similar rights created by statute, 20/20 Global’s articles of incorporation or bylaws, or any agreement to which any of the Sellers is bound.

 

6. Closing.

 

(a) Closing. The consummation of the transactions contemplated by the Definitive Agreements (the “Closing”) will take place through an escrow account maintained by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement, on or before January 4, 2021, or at such other date as Sellers and Purchaser may agree (“Closing Date”). At the Closing, all transactions contemplated by the Definitive Agreements will be conducted substantially concurrently, and no transaction will be deemed to be completed until all are completed.

 

(b) Deliveries by Purchaser. At the Closing, Purchaser will deliver the Purchase Price to Escrow Agent.

 

(c) Deliveries by Sellers. At the Closing, Sellers will deliver certificates representing the Shares (with Medallion Guaranteed Stock Powers) with written instructions to Escrow Agent to cancel the certificates and to issue new certificates representing the Shares to Purchaser.

 

7. Survival. All representations, warranties, covenants, and agreements contained in this SPA or in any document delivered pursuant hereto will survive the Closing for a period of two years and will be fully effective and enforceable following the Closing Date.

 

8. General Provisions.

 

(a) Amendment and Waiver. No amendment or waiver of any provision of this SPA will be valid unless the same is in writing and signed by all parties.

 

(b) Notices. Any notice, demand, request, or other communication permitted or required under this SPA will be in writing and will be deemed to have been given as of the date so delivered, if personally delivered; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; and one day after the date so sent, if delivered by overnight courier service; addressed as follows:

 

(i) If to Purchaser:

 

c/o Benjamin Kaplan

18851 NE 29^th Ave. Suite 700

Aventura, FL 33180

Email: [email protected]

 

(ii) If to Sellers:

 

c/o Michael Best & Friedrich LLP

Attn: Terrell W. Smith

170 South Main Street, Suite 1000

Salt Lake City, Utah 84101

Email: [email protected]

 

 

Notwithstanding the foregoing, service of legal process or other similar communications will not be given by electronic mail and will not be deemed duly given under this SPA if delivered by such means. Each party, by notice duly given in accordance herewith, may specify a different address for the giving of any notice hereunder.

 

(c) Successors and Assigns. No party will assign its or his rights, duties, and obligations under this SPA without the written consent of the other parties, except as otherwise specifically contemplated in this SPA. This SPA will be binding upon, inure to the benefit of, and be enforceable by the parties and their permitted successors and assigns.

 

(d) Entire Agreement. This SPA incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this SPA that are not contained in the Definitive Agreements. The parties acknowledge that, in deciding to enter into this SPA, they have not relied upon any statements, promises, or representations, written or oral, express or implied, other than those set forth in the Definitive Agreements. Accordingly, it is agreed that no deviation from the terms hereof will be predicated upon any prior representations or agreements, whether oral or written. The parties acknowledge that they have negotiated this SPA at arm’s-length with adequate representation on an equal basis.

 

(e) Governing Law. This SPA will be governed by and construed under and in accordance with the laws of the state of Nevada without giving effect to any choice or conflict of law provision or rule (whether the state of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Nevada.

 

(f) Counterpart Signatures. This SPA may be executed in multiple counterparts of like tenor, each of which will be deemed an original but all of which taken together will constitute one and the same instrument. Counterpart signatures of this SPA that are manually signed and delivered by facsimile transmission; by a uniquely, marked computer-generated signature; or by other electronic methods, will be deemed to constitute signed original counterparts hereof and will bind the parties signing and delivering in such manner and will be the same as the delivery of an original.

 

(g) Incorporated Documents. All appendices, attachments, and other documents to be delivered by the parties hereto at or prior to the Closing Date are hereby incorporated in this SPA by this reference.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this SPA as of the date first written above.

 

	SELLERS:
	MARK D. WILLIAMS
	Date:
	COLIN GIBSON
	Date:
	THE ROBERT AND JOANNA WILLIAMS TRUST
	By:
		Joanna Williams, Trustee
	Date:
	PURCHASER:
	EHAVE INC.
	By:
		Benjamin Kaplan, President
	Date:

 

 

Appendix A

Sellers

 

Seller’s Name		Number of Shares Sold				Portion of Purchase Price to be Received
Mark Williams			4,546,176			$	167,467
Colin Gibson			3,085,670				110,273
The Robert and Joanna Williams Trust			2,161,908				77,260
			9,793,754			$	350,000

 

 

 

Exhibit 10.2

 

CHANGE OF CONTROL AND FUNDING AGREEMENT

 

THIS CHANGE OF CONTROL AND FUNDING AGREEMENT (this “Change of Control Agreement”), effective as of the date of the last signature (the “Effective Date”), is made by and among 20/20 GLOBAL, INC., a Nevada corporation (“20/20 Global”), EHAVE INC., an Ontario corporation (“Ehave”), MYCOTOPIA THERAPIES INC., a Florida corporation (“MYC”), MARK D. WILLIAMS, COLIN GIBSON, BENJAMIN KAPLAN, and MARK CROSKERY.

 

Premises

 

A. 20/20 Global is a publicly traded, fully reporting company that is current in its periodic reporting requirements under the Securities Exchange Act of 1934, as amended. 20/20 Global ceased active business operations in January 2020.

 

B. Mark D. Williams and Colin Gibson are directors and Mark D. Williams is the president and Karen Johnson is the Secretary/Treasurer of 20/20 Global.

 

C. Benjamin Kaplan is president of Ehave and MYC.

 

D. On November 28, 2020, 20/20 Global, Ehave, and MYC entered into a term sheet (the “Term Sheet”) outlining the terms and conditions of a reorganization transaction that includes: (i) the change of control of 20/20 Global’s board of directors and management under the terms of this Change of Control Agreement; (ii) Ehave purchasing control of 20/20 Global from its principal stockholders under the terms and conditions of a Stock Purchase Agreement (“SPA”); and (iii) 20/20 Global acquiring MYC from Ehave under a separate stock purchase agreement (the “MYC SPA”) resulting in MYC becoming a wholly owned subsidiary of 20/20 Global.

 

E. The Term Sheet further provides that the closing of each of the transactions contemplated will be dependent on the closing of each of the other agreements and accordingly, the parties have agreed to enter into an escrow agreement with 20/20 Global’s stock transfer agent, Colonial Stock Transfer Company, Inc., to facilitate the simultaneous closing of the transactions outlined above (the “Escrow Agreement”).

 

F. The parties believe it is in their best interests and the best interests of their respective stockholders, as may be applicable, to enter into this Change of Control Agreement, the SPA, the MYC SPA, and the Escrow Agreement (together, the “Definitive Agreements”) and agree to close the transactions contemplated by the Definitive Agreements on January 4, 2021.

 

Agreement

 

NOW, THEREFORE, based on these premises, which are incorporated herein by reference, and in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

 

1. Agreements Relating to Board Composition and Officer Positions.

 

(a) Mark D. Williams and Colin Gibson hereby resign, seriatim in the order listed, and appoint Benjamin Kaplan and Mark Croskery to serve as members of 20/20 Global board of directors (“New Board”), as of the execution and delivery of this Change of Control Agreement by all signatories. The appointment of the New Board will be delayed and will become effective automatically on 20/20 Global’s compliance with Rule 14f-1 under the Securities Exchange Act, which the New Board will cause 20/20 Global to complete as promptly as practical, with the mailing of the required notice commencing in no event later than January 18, 2021.

 

 

(b) Mark D. Williams hereby resigns as president, chief executive officer, and chief financial officer, and Karen Johnson hereby resigns as secretary/treasurer, and the New Board hereby appoints Benjamin Kaplan to serve as president and secretary. As soon as practical after the Effective Date, the New Board will enter into employment agreements with each of the new executive officers.

 

2. Representations and Warranties of 20/20 Global. As an inducement to the execution of this Change of Control Agreement by Ehave, MYC, and Benjamin Kaplan and to the fulfillment of the provisions hereof to be performed by Ehave and MYC, 20/20 Global covenants, represents, and warrants to Ehave, MYC, and Benjamin Kaplan that except as set forth in the other Definitive Agreements:

 

(a) There are no other agreements or proposed transactions between 20/20 Global and any of its officers, directors, or stockholders or any affiliate of any officer, director, or stockholder.

 

(b) There are no amounts due to the officers and directors of 20/20 Global.

 

3. Additional Agreements of Existing Board of Directors. Commencing on the Effective Date and prior to the closing of the Definitive Agreements, the existing board of directors will cause 20/20 Global: (a) to terminate its investment retirement account; (b) to introduce the New Board to its auditor Pinnacle Accountancy Group of Utah and its accountant Rachel Boulds; and (c) to deliver its EDGAR credentials to the New Board.

 

4. Additional Agreements of the New Board. Commencing on the Effective Date and as soon as practical, the New Board and executive officers will cause:

 

(a) 20/20 Global to use its commercially reasonable efforts to raise $5 million to expand the psilocybin business of MYC through a Regulation A offering or other such offering as the New Board may determine.

 

(b) 20/20 Global to continue discussions with Dr. Rita Marley relating to her wellness centers in Jamaica.

 

(c) 20/20 Global to comply with the terms and conditions of this Change of Control Agreement.

 

5. Indemnification. The existing board of directors agrees to indemnify members of the New Board, jointly and severally, and hold each one of them harmless from and against any and all claims, liabilities, losses, damages, and expenses incurred by the New Board, including fees of counsel as they are incurred, in connection with investigating, preparing for, or defending any action, formal or informal claim, investigation, inquiry, or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with the New Board acting pursuant to this Change of Control Agreement, whether or not any member of the New Board is named as a party thereto and whether or not any liability results therefrom. The existing board will not, however, be responsible for any claims, liabilities, loses, damages, or expenses pursuant to this section that are finally judicially determined to have resulted primarily from the New Board’s bad faith or gross negligence. The New Board further agrees that it will not, without existing board’s prior written consent, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, or proceeding for which indemnification may be sought hereunder (whether or not the New Board is an actual or potential party to such claim, action, suit, or proceeding) unless the settlement, compromise, or consent includes an unconditional release of both the existing board and the New Board thereunder from all liability arising out of such claim, action, suit, or proceeding.

 

 

6. Miscellaneous.

 

(a) This Change of Control Agreement and the covenants and conditions contained herein will be binding upon the parties and applied to and be binding upon their respective subsidiaries, assignees, licensees, sublicensees, transferees, principals, partners, limited partners, affiliates, officers, directors, stockholders, members, managers, employees, servants, parents, heirs, predecessors, successors, agents, insurance carriers, attorneys, and representatives.

 

(b) The parties participated jointly in the preparation of this Change of Control Agreement. Each party to this Change of Control Agreement has had the opportunity to draft, review, comment upon, and revise this Change of Control Agreement. It is agreed that no rule of construction will apply against a party or in favor of a party. This Change of Control Agreement will be construed as if the parties jointly prepared this Change of Control Agreement and any uncertainty or ambiguity will not be interpreted against one party.

 

(c) The parties acknowledge that they have been represented by counsel of their own choice in the negotiations leading to their execution of this Change of Control Agreement, and they have read and understood this Change of Control Agreement and have had it fully explained to them by their counsel.

 

(d) The parties agree that this Change of Control Agreement is executed and delivered, and is intended to be performed, in the state of Nevada and the substantive laws of such state, excluding the principles of conflicts of laws, will govern the validity, construction, enforcement, and interpretation of this Change of Control Agreement except insofar as federal laws will have application.

 

(e) The provisions of this Change of Control Agreement are severable and should any provision hereof be void, voidable, or unenforceable under any applicable law, such void, voidable, or unenforceable provision will not affect or invalidate any other provision of this Change of Control Agreement, which will continue to govern the relative rights and duties of the parties as though the void, voidable, or unenforceable provision was not a part hereof. In addition, it is the intention and agreement of the parties that all of the terms and conditions hereof be enforced to the fullest extent permitted by law.

 

(f) This Change of Control Agreement may be executed in any number of counterparts (and any counterpart may be executed by original, portable document format (pdf), or facsimile signature), each of which when executed and delivered will be deemed an original, but all of which will constitute one and the same instrument.

 

(g) If a legal action or other proceeding is brought for enforcement of this Change of Control Agreement because of an alleged dispute, breach, or misrepresentation in connection with any of the provisions hereof, the successful or prevailing party will be entitled to recover reasonable attorney’s fees and costs incurred, both before and after judgment, in addition to any other relief to which they may be entitled.

 

(h) The signatories to this Change of Control Agreement agree that as long as they have material nonpublic information about 20/20 Global, they will not use it to trade in 20/20 Global securities and that to the extent that they continue to serve as directors of 20/20 Global, they owe a fiduciary duty to the company to refrain from improper disclosure of confidential information.

 

 

IN WITNESS WHEREOF, the parties have executed this Change of Control Agreement as of the Effective Date.

 

20/20 GLOBAL, INC.

 

By:
	Mark D. Williams, President		Mark D. Williams
Date:			Date:
EHAVE INC.
			Colin Gibson
By:			Date:
	Benjamin Kaplan, President
Date:
			Karen Johnson
			Date:
MYCOTOPIA THERAPIES INC.
By:			Benjamin Kaplan
	Benjamin Kaplan, President		Date:
Date:
			Mark Croskery
			Date:

 

 

 

Exhibit 10.3 

 

AMENDMENT TO ESCROW AGREEMENT

AND DEFINITIVE AGREEMENTS

 

This AMENDMENT TO ESCROW AGREEMENT AND DEFINITIVE AGREEMENTS (this “Amendment”) is entered into effective this 4th day of January, 2021, by and among COLONIAL STOCK TRANSFER COMPANY, INC. (“Escrow Agent”), a Utah corporation located at 66 Exchange Place, Salt Lake City, Utah 84111; 20/20 GLOBAL, INC., a Nevada corporation (“20/20 Global”); MARK D. WILLIAMS, COLIN GIBSON, and THE ROBERT AND JOANNA WILLIAMS TRUST (the “20/20 Global Stockholders”) EHAVE INC., an Ontario corporation (“Ehave”); and MYCOTOPIA THERAPIES INC., a Florida corporation (“MYC”), based on the following:

 

Premises

 

A. On December 24, 2020, to facilitate a reorganization transaction, agreements to provide for: (i) 20/20 Global’s purchase of the MYC stock from Ehave and MYC becoming a wholly owned subsidiary of 20/20 Global under the terms and conditions of a stock purchase agreement (the “MYC SPA”); (ii) Ehave’s purchase of control of 20/20 Global from the 20/20 Global Stockholders under the terms and conditions of a separate stock purchase agreement (the “SPA”); and (iii) the change of control of 20/20 Global’s board of directors and management under the terms of change of control and funding agreement (the “Change of Control Agreement”) (together the MYC SPA, the Change of Control Agreement, and the SPA are referred to as the “Definitive Agreements”), were executed by the respective parties.

 

B. The parties to this Amendment contemplated that the closing of each transaction contemplated by the Definitive Agreements would be dependent on the closing of each of the other agreements, and the parties agreed to enter into an Escrow Agreement to facilitate the simultaneous closings of the transactions outlined above on January 4, 2021.

 

C. However, it is not now practical or possible to proceed with the closing on that date, and the parties wish to extend the closing date for each of the Definitive Agreements and the Escrow Agreement.

 

Agreement

 

NOW, THEREFORE, upon these premises, which are incorporated herein by reference, and for and in consideration of the mutual promises and covenants set forth herein and other good a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

 

1. The parties agree that whenever the date January 4, 2021, or a reference to the closing date appears in the Definitive Agreements and the Escrow Agreement, the following will govern:

 

The closing will occur through the simultaneous and interdependent electronic transfer of documents and payments at a mutually agreeable time and date not more than five business days after each party has satisfied all conditions precedent and Ehave has delivered to 2020 Global the audited financial statements of MYC required for reporting an acquired business on a Current Report on Form 8-K respecting the transactions contemplated hereby, accompanied by an unqualified report of registered public accountants thereon.

 

2. Based on the foregoing, it will not be possible to comply with Rule 14f-1 of the Securities Exchange Act by January 18, 2021. Accordingly, the appointment of the New Board (as defined in the Change of Control Agreement) will be delayed and will become effective automatically on 20/20 Global’s compliance with Rule 14f-1 under the Securities Exchange Act, which the New Board will cause 20/20 Global to complete as promptly as practical, with the mailing of the required notice commencing no event later than 14 days after the simultaneous closing of the Definitive Agreements.

 

3. Except as expressly amended hereby, the Definitive Agreements and the Escrow Agreement will continue in full force and effect in accordance with their terms.

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of January 4, 2021.

 

	20/20 GLOBAL, INC.
	By:
		Mark D. Williams, President
	EHAVE INC.
	By:
		Benjamin Kaplan, President
	MYCOTOPIA THERAPIES INC.
	By:
		Benjamin Kaplan, President
	Mark D. Williams
	Colin Gibson
	THE ROBERT AND JOANNA WILLIAMS TRUST
	By:
		Mark Williams, Trustee
	COLONIAL STOCK TRANSFER COMPANY, INC.
	By:
		Dan Carter, Vice President of Services

 

 

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