AIBT 8-K
Aibotics, Inc. (AIBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State of Incorporation) |
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(Address of Principal Executive Offices)
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(Registrant's Telephone Number including Area Code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2024, the Mycotopia Inc. (the “Company”) entered into an Exchange Agreement with Ehave Inc., its largest shareholder, whereby Ehave exchanged 9,793,754 shares of Company common stock for 1 share of the newly designated Series A Super Voting Stock (“Series A Preferred”).
The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. The number of votes that the holder of the Series A Preferred shares shall be entitled to cast on a matter at any time shall be determined pursuant to the following formula:
X = 3 x Y where
X is the total number of votes that the holder of the Series A Preferred share is entitled to cast on any matter presented to stockholders of the Corporation, and
Y is the total number of authorized shares of the Corporation outstanding and authorized to vote on the matter.
Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder.
The description of the designation of the Series A Preferred stock and the Exchange Agreement contained herein are each qualified in their entirety by reference to the designation for the Series A Preferred and the Exchange Agreement attached hereto as exhibits.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2024, the Board of Directors of the Company approved the designation of the Series A Super Voting Stock, the Exchange Agreement with Ehave, Inc., and an amendment to the Company’s articles of incorporation increasing the number of authorized shares of common stock to 467,000,000 (Four Hundred Sixty-Seven Million). The designation of the Series A Preferred and the amendment increasing the authorized common stock were filed with the state of Nevada on August 8, 2024.
The description of the designation of the Series A Preferred stock contained herein is qualified in its entirety the by reference to the designation for the Series A Preferred attached hereto as an exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. |
| Description |
3.1 |
| Amendment to Articles of Incorporation Increasing Authorized |
3.2 |
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10.1 |
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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 hereunto duly authorized.
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| Mycotopia Therapies, Inc. |
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| a Nevada corporation |
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Date: August 20, 2024 |
| By: /s/Ben Kaplan |
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| Name: Ben Kaplan |
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| Title: Chief Executive Officer and Principal Accounting Officer |
CERTIFICATE OF DESIGNATION
OF
SERIES A SUPER VOTING PREFERRED STOCK
OF
MYCOTOPIA THERAPIES, INC.
MYCOTOPIA THERAPIES, INC., a Nevada corporation (the “Corporation”), certifies that pursuant to the authority contained in Article IV of its Articles of Incorporation, and in accordance with the provisions of Section 78.1955 of the Revised Statutes of the State of Nevada, the Board of Directors of the Corporation (the “Board of Directors”) has adopted the following resolution creating a series of its Preferred Stock, $0.001 par value per share, designated as Series A - Super Voting Preferred Stock:
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby establishes and creates a series of Preferred Stock of the Corporation and that the designation and number of shares thereof and the voting and other powers, preferences, and relative, participating, optional or other special rights relating to such additional series of Preferred Stock are as follows:
Section 1.Designation. This series of Preferred Stock shall be designated as the “Series A – Super Voting Preferred Stock” with a par value of $0.001 per share (“Series A Preferred”).
Section 2.Number. The number of authorized shares constituting the Series A –Preferred shall be one (1) share.
Section 3.Voting Rights. The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. The number of votes that the holder of the Series A Preferred shares shall be entitled to cast on a matter at any time shall be determined pursuant to the following formula:
X = 3 x Y where
X is the total number of votes that the holder of the Series A Preferred share is entitled to cast on any matter presented to stockholders of the Corporation, and
Y is the total number of authorized shares of the Corporation outstanding and authorized to vote on the matter.
For example, if the Corporation were to have 100,000,000 shares outstanding and authorized to vote on a matter than the holder of the Series A Preferred Stock would be entitled to cast 300,000,000 votes on such matter.
The voting rights set forth in this Section 3. shall apply to all matters submitted to stockholders of the Corporation whether at a special or an annual meeting of stockholders or through stockholder written consent.
(a)Right to Convert.
(i)Conversion Ratio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 9,793,754 shares of the Corporation’s common stock as adjusted herein.
(ii)Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round the number of shares issued to the nearest whole number. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
(b)Mechanics of Conversion.
(i)Notice of Conversion. In order for a holder of Series A Preferred Stock to voluntarily convert shares of Series A Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”),
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and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Series A Preferred Stock, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Series A Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Series A Preferred Stock converted.
(ii)Reservation of Shares. The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Articles of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series A Conversion Price.
(iii)Effect of Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 4.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.
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(iv)No Further Adjustment. Upon any such conversion, no adjustment to the Series A Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.
(v)Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.
(c)Adjustments to Series A Preferred.
(i)Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable on the conversion of Series A Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise, then and in each such event the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable on such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock might have been converted immediately before such reorganization, reclassification, or change.
(ii)Sales, Reorganizations, Mergers or Consolidations. In case of any consolidation or merger of the Corporation with or into another entity, the sale, transfer or other disposition of all or substantially all of the assets of the Corporation to another person or the sale, transfer or other disposition of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation (other than a consolidation, merger or sale treated as a Deemed Liquidating Event pursuant to Section 2 above), each share of Series A Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property that a holder of the number of shares of Common Stock of the Corporation deliverable on conversion of Series A Preferred Stock would have been entitled on such consolidation, merger or sale; and in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions of Section C.4. with respect to the rights and interest thereafter of the holders of Series A Preferred Stock, to the end that the provisions set forth in Section C.4. shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares
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of stock or other securities or property thereafter deliverable on the conversion of Series A Preferred Stock.
(iii)Certificate of Adjustment. On the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms thereof and prepare and furnish to each holder of Series A Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts on which such adjustment or readjustment is based. The Corporation shall, on the written notice at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the Series A Conversion Price at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received on the conversion of such holder’s shares.
Section 5.Redemption Rights. The Series A Preferred Stock may be redeemed only by separate written agreement by and between the holder and the Corporation.
Section 6.Other Rights. Except as otherwise stated herein, there are no other rights, privileges, or preferences attendant or relating to in any way the Series A Preferred Stock, including by way of illustration but not limitation, those concerning dividend, ranking, conversion, redemption, participation, or anti-dilution rights or preferences.
Section 7. Amendment and Voting Rights. For so long as the share of Series A Preferred Stock remains outstanding, the Corporation shall not amend, alter or repeal any terms, preferences, special rights or powers of the Series A Preferred Stock without the written consent or affirmative vote of the holder of the then outstanding share of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. In the event of any amendment, alteration or repeal of any terms, preferences, special rights or powers of the Series A Preferred Stock by written consent, the Corporation shall promptly provide notice of such amendment, alteration or repeal.
IN WITNESS WHEREOF, Mycotopia Therapies, Inc. has caused this Certificate of Designation to be duly executed as of June 24, 2024.
| MYCOTOPIA THERAPIES, INC., | |
| a Nevada corporation | |
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| By: |
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| Name: | Ben Kaplan |
| Title: | Chief Executive Officer |
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EXCHANGE AGREEMENT
This Exchange Agreement (the “Agreement”) is made this 29th day of July , 2024 by and between EHAVE INC., an Ontario corporation (the “Holder”) and MYCOTOPIA THERAPIES INC., a Nevada corporation (the “Company”)
WHEREAS, the holder owns 9,793,754 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) equal to approximately 67% of the issued and outstanding shares of the Company.
WHEREAS, the Holder desires to exchange the Common Stock for 1,000 (One Thousand) shares of the Company’s Series A – Super Voting Preferred Stock (the “Series A Preferred”).
On and subject to the terms hereof, the parties hereto agree as follows:
Article I
Exchange
Section 1.1. Exchange. The Company and the Holder agree to exchange the Common Stock for the issuance to the Holder of 1,000 (One Thosuand) shares of newly designated Series A Preferred (the “Exchange Shares”).
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Article II
Covenants, Representations and Warranties of the Holder
The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.
Section 2.1 Power and Authorization. The Holder is duly incorporated, validly existing and in good standing under the laws of its place of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.
Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder.
Section 2.3 Title to the Common Stock. The Holder is the sole legal and beneficial owner of theCommon Stock. The Holder has good, valid and marketable title to the Common Stock, free and clear of any Liens. The Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Common Stock, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Common Stock.
Section 2.4 Restricted Stock. The Holder (a) acknowledges that the neither share of Series A Preferred nor the common stock into which it is convertible, have been registered under the Securities Act or any state securities laws, and the Series A Preferred is being issued in reliance upon exemptions provided in the Securities Act and state
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securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing the Exchange Shares will bear a legend to such effect, and (b) is acquiring the Series A Preferred for investment purposes, for its own account and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Series A Preferred in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Series A Preferred for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.
Section 2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with the SEC (b) the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for (A) the publicly available filings and submissions made by the Company, and (B) the representations and warranties made by the Company in this Agreement.
Section 2.6 Limited Public Market. The Holder understands that there is a limited public market for the common stock underlying the Series A Preferred, and that there is no assurance that Holder will be able to sell the the Series A Preferred or the common stock.
Article III
Covenants, Representations and Warranties of the Company
The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.
Section 3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.
Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.
Section 3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued, fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.
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Section 3.4 Disclosure. On or before the first business day following the date of this Agreement, the Company shall be permitted to issue a publicly available press release or file with the SEC a Current Report disclosing all material terms of the Exchange.
Article IV
Miscellaneous
Section 4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.
Section 4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.
Section 4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Nevada, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in the state or federal courts located in Broward County, Florida.
Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.
“COMPANY”
MYCOTOPIA THERAPIES INC.
By: ______________________
Name: ___________________
Title:____________________
“HOLDER”
EHAVE, INC.
By:_______________________
Name: ____________________
Title:_____________________
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