Exhibit 4.16



OFFER TO SUBLEASE



| | TO: | Home Trust Company
| | --- | ------------------

| |  | (hereinafter referred to as the “Sublandlord”)
| |  | ----------------------------------------------



| | FROM: | Ehave Inc.
| | ----- | ----------

| |  | (hereinafter referred to as the “Subtenant”)
| |  | --------------------------------------------



| | RE: | Offer to Sublease the premises as leased (the “Head Lease”) to Home Trust Company (the
“Sublandlord”) by LPF Realty Office Inc. (the “Landlord”), located in the building known as 2020 Winston
Park Drive, Oakville, Ontario (the “Building”) on the 2nd floor of the Building (the “Premises”).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------










We, the Subtenant, hereby submit to the Sublandlord
this offer to sublease the Premises (the “Offer to Sublease”) under the following terms and conditions:



1.          SUBLEASE
PREMISES

The Premises shall be contain a gross rentable
area of approximately four thousand eight hundred and eight (4,808) square feet of Rentable Area on the 2nd floor of
the Building known as suite 201 and shown hatched on the floor plan attached as Schedule "A".



2.          TERM

The term of the sublease (the “Term”)
shall be for a period of nine (9) months commencing on February 1, 2017 (the “Commencement Date“) and expiring on October
30, 2017 (the “Expiration Date”).



3.          NET
RENT

The
“Net Rent” for the Premises shall be zero dollars ($0.00) per square foot of Rentable Area per annum throughout the
Term.



4.          ADDITIONAL
RENT

In addition to the Net Rent above, the Subtenant
shall also pay, as “Additional Rent”, its proportionate share of all operating costs, taxes and utilities relating
to the Premises as outlined in the Head Lease. Additional Rent for the calendar year 2016 is estimated by the Landlord to be fourteen
dollars and thirty five cents ($14.35) per square foot of Rentable Area per annum.



5.          DEPOSIT

Upon conditional acceptance of this Offer to
Sublease, the Subtenant shall promptly deliver a certified cheque in the amount equivalent to three (3) months Additional Rent
plus H.S.T. payable to the Listing Broker “in trust”, as a deposit (the “Deposit”) of which one (1) month
of the Deposit shall be applied against the first month’s Additional Rent (February, 2017), and the balance of the Deposit
shall be held by the Sublandlord as a Security Deposit for the Term.



6.          CONDITION
OF PREMISES

Subtenant accepts the Premises in its current
“as is” condition.





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7.          FIXTURING
PERIOD

Provided the Landlord has provided its consent
to the Sublease and all required documentation has been executed by all parties, the Subtenant has submitted the Deposit to the
Sublandlord, obtained a certificate of insurance in accordance with the Head Lease, all conditions contained herein have been waived,
the Subtenant shall be granted access to the Premises, free of Net Rent and Additional Rent until the Commencement Date for its
intended use and to conduct its business (the “Fixturing Period”).



8.          FURNITURE

Provided the Landlord has provided its consent
to the Sublease and all required documentation has been executed by all parties, the Subtenant has submitted the Deposit to the
Sublandlord, obtained a certificate of insurance in accordance with the Head Lease, all conditions contained herein have been waived,
the Subtenant shall be granted the use of furniture (the “Furniture”) currently located in the Premises that are owned
by the Sublandlord. An itemized list of the Furniture, if available, shall be provided by the Sublandlord.



9.          REMOVAL
OF FIXTURES

Upon expiry of the Term, the Subtenant will
remove its trade fixtures and shall leave the Premises in vacant, broom swept condition, subject to the terms of the Lease.



10.         IDENTIFICATION

The Landlord, at the Subtenants expense, shall
provide and install base building signage on the building directory board and suite identification. All such signage shall comply
with the terms and conditions of the Head Lease and is subject to the prior written consent of the Landlord as required by the
Head Lease.



11.         SUBLEASE

Upon unconditional acceptance of this Sublease
by both parties and approval by the Landlord, this Offer to Sublease along with the attached Head Lease Agreement shall become
the Sublease Agreement. The Sublandlord and Subtenant agree to be bound by all the terms and conditions contained in the Head Lease,
subject to provisions contained in this Sublease and the Landlord’s Consent Document.



12.         LANDLORD
CONSENT

This Offer to Sublease is expressly conditional
for a period of five (5) business days following mutual execution by both parties upon the Sublandlord obtaining written consent
of this Offer to Sublease by the Landlord. If the Landlord does not provide written consent, then this Offer to Sublease shall
be null and void.



13.         NO
REPRESENTATION

It is agreed and understood that there are
no covenants, representations, agreements, warranties or conditions in any way relating to the subject matter contained in this
Offer to Sublease, whether express or implied, collateral or otherwise, except those set forth in this Offer to Sublease.



14.         WAIVER
TO AGENT

The parties acknowledge that Cushman &
Wakefield Ltd., Brokerage has recommended that they obtain advice from their legal counsel prior to signing this document. The
parties further acknowledge that no information provided by Cushman & Wakefield Ltd., Brokerage is to be construed as expert
legal or tax advice.





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15.         AGENCY
DISCLOSURE

The parties acknowledge and agree that Cushman
& Wakefield Ltd., Brokerage is representing and acting on behalf of the Sublandlord in this transaction.



16.         ELECTRONIC
ACCEPTANCE

Acceptance of this Offer to Sublease may be
communicated by delivery of facsimile or electronic transmission of an accepted Offer to Sublease without limiting other methods
of communicating acceptance available to the parties.



17.         SUBLANDLORD’S
CONDITION

The Offer to Sublease is expressly conditional
for a period of five (5) business days from the date of mutual acceptance hereof (the “Sublandlord Conditional Period”)
upon the Sublandlord obtaining the approval of this Offer to Sublease and satisfactory review of the Subtenant’s covenant
and corporate structure by its President at its sole and absolute discretion. If the Sublandlord does not deliver notice in writing
to the Subtenant within the Conditional Period removing this condition, then this Offer to Sublease shall be null and void and
of no further effect. This condition has been inserted for the sole benefit of the Sublandlord and may be waived at any time by
written notice to the Subtenant.



18.         TIME
IS OF THE ESSENCE

Time is of the essence of this agreement and
each part of it.



19.         ACCEPTANCE
PERIOD

This Offer to Sublease is open for the Sublandlord’s
acceptance until 5:00 p.m., on the third (3rd) business day following execution by the Subtenant, after which time, if not accepted,
the Offer to Sublease shall be null and void and of no further force or effect.



The foregoing agreement is hereby agreed to
by the Subtenant.



Dated at the City of Toronto this 24 day of
January, 2017.



SUBTENANT:

Ehave Inc.



|Per:   | /s/ Prateek Dwivedi | 
|------ | ------------------- | 
|Name:  | Prateek Dwivedi     | 
|Title: | President & CEO     | 



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We hereby accept the foregoing Offer to Sublease.



Dated at the City of Toronto this 30 day of January, 2017.



SUBLANDLORD:

Home Trust Company



|Per:   | /s/ Christer V. Ahlvik  | 
|------ | ----------------------- | 
|Name:  | Christer V. Ahlvik      | 
|Title: | EVP & Corporate Counsel | 



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Schedule “A”









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