Exhibit
99.8

A2Z
SMART TECHNOLOGIES CORP.



Code
of Business Conduct and Ethics



|I. | Purpose
                                            and Scope
|-- | -------------------------------------------------------------



The
Board of Directors of A2Z Smart Technologies Corp., a company incorporated under the Business Corporations Act (British Columbia) (together
with its subsidiaries, the “Company”), has adopted this Code of Business Conduct and Ethics (this “Code”) to
aid the Company’s directors, officers and employees in making ethical and legal decisions when conducting the Company’s business
and performing their day-to-day duties.



The
Company’s Board of Directors (the “Board”) or a committee of the Board is responsible for administering the Code. The
Board has delegated day-to-day responsibility for administering and interpreting the Code to the Company’s Chief Financial Officer,
or his designee (such officer or designee, the “Compliance Officer”). If the last-designated Compliance Officer has ceased
to be employed by the Company, please contact the Company’s Chief Executive Officer with any questions you may have.



The
Company expects its directors, officers and employees to exercise reasonable judgment when conducting the Company’s business. The
Company encourages its directors, officers and employees to refer to this Code frequently to ensure that they are acting within both
the letter and spirit of this Code. The Company also understands that this Code will not provide an answer to every problem you may encounter
or address every concern you may have about conducting the Company’s business ethically and legally. In these situations, or if
you otherwise have questions or concerns about this Code, the Company encourages you to speak with your supervisor (if applicable) or,
if you are uncomfortable doing that, with the Compliance Officer.



The
Company’s directors, officers and employees generally have other legal and contractual obligations to the Company. This Code is
not intended to reduce or limit the other obligations you may have to the Company. Instead, this Code should be viewed as imposing the
minimum standardsthe Company expects from its directors, officers and employees in the conduct of the Company’s business.
Additional resources, including applicable policies, procedures, manuals and toolkits, are available through internal employee communication
channels.



|II. | Standards
                                            of Conduct
|--- | ----------------------------------------------------------------



|A. | Compliance
                                            with Laws, Rules and Regulations
|-- | ---------------------------------------------------------------------------------------



The
Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever
it does business. Directors, officers and employees of the Company are expected to use good judgment and common sense in seeking to comply
with all applicable laws, rules and regulations and to ask for advice when they are uncertain about them.



If
you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any
third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your supervisor or to
the Compliance Officer. Raising valid concerns helps the Company correct problems before they get bigger. It is our responsibility to
speak up when something does not seem right, and our duty to act and report violations of law, rule, regulation or policy, as it helps
us achieve the high standards that we set for ourselves. The Company is committed to a culture where each directors, officer and employee
of the Company feels comfortable raising compliance concerns, and can expect every reported concern to be treated with care, and investigated
thoroughly and discretely. While it is the Company’s desire to address matters internally, nothing in this Code should discourage
you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other
federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding
or investigation.



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|B. | Conflicts
                                            of Interest
|-- | -----------------------------------------------------------------



The
Company recognizes and respects the right of its directors, officers and employees to engage in outside activities that they may deem
proper and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or
their ability to act in the Company’s best interests. In most, if not all, cases this will mean that our directors, officers and
employees must avoid situations that present a potential or actual conflict between their personal interests and the Company’s
interests.



A
“conflict of interest” occurs when a director’s, officer’s or employee’s personal interest interferes with
the Company’s interests. Conflicts of interest can arise in many situations. For example, conflicts of interest can arise when
a director, officer or employee takes an action or has an outside interest, responsibility or obligation that can make it difficult for
him or her to perform the responsibilities of his or her position objectively or effectively in the Company’s best interests. Conflicts
of interest can also occur when a director, officer or employee or his or her immediate family member receives some personal benefit
(whether improper or not) as a result of the director’s, officer’s or employee’s position with the Company. Each individual’s
situation is different and in evaluating his or her own situation, a director, officer or employee will have to consider many factors.



Any
material transaction, responsibility, obligation, or relationship that reasonably could be expected to give rise to a conflict of interest
should be reported promptly to the Compliance Officer, who may notify the Board or a committee of the Board as he or she deems appropriate.
Actual or potential conflicts of interest involving a director or executive officer other than the Compliance Officer should be disclosed
directly to the Compliance Officer. Actual or potential conflicts of interest involving the Compliance Officer should be disclosed directly
to the Chief Executive Officer.



|C. | Insider
                                            Trading
|-- | -----------------------------------------------------------



Employees,
officers and directors who have material non-public information about the Company or other companies, including our suppliers and customers,
as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company
or such other companies, as well as from communicating such information to others who might trade on the basis of that information.



If
you are uncertain about the constraints on your purchase or sale of any Company securities or the securities of any other company that
you are familiar with by virtue of your relationship with the Company, consult with the Compliance Officer before making any such purchase
or sale.



|D. | Confidentiality
|-- | ---------------



Directors,
officers and employees of the Company must maintain the confidentiality of confidential information entrusted to them by the Company
or other companies, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated.
Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to
ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.



Third
parties may ask you for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, employees, officers
and directors (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and, if appropriate,
after a confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media,
market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders.
All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. If you receive
any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or one of the Company’s authorized
spokespersons.



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You
also must abide by any lawful obligations that you have to any former employer(s). These obligations may include restrictions on the
use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition
obligations.



|E. | Honest
                                            and Ethical Conduct and Fair Dealing
|-- | ---------------------------------------------------------------------------------------



You
should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements
regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other
unfair-dealing practice.



|F. | Protection
                                            and Proper Use of Corporate Assets
|-- | -----------------------------------------------------------------------------------------



Employees,
officers and directors should seek to protect the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s
financial performance. We work hard and play hard. This sometimes mean that we work at times when others seek to connect with us to conduct
personal business. Limited, reasonable and customary personal use of Company assets and resources, devices and technology, including
computers, telephones, email, networks and internet access is appropriate and acceptable, provided that such Company assets are always
used in an ethical and legal manner. You should seek to protect the Company’s assets at all times. Theft, carelessness, waste,
and security breaches have a direct impact on the Company’s financial performance, and we are all responsible for protecting the
Company against loss or other misuses.



|G. | Corporate
                                            Opportunities
|-- | -------------------------------------------------------------------



Directors,
officers and employees owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Each
employee, officer and director is prohibited from:



| | ● | diverting
    to himself or herself or to others any opportunities that are discovered through the use of the Company’s property or information
    or as a result of his or her position with the Company unless that opportunity has first been presented to, and rejected by, the
    Company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                  
| | ● | using
    the Company’s property or information or his or her position for improper personal gain; or                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                  
| | ● | competing
    with the Company.                                                                                                                                                                                                                                                                  



|H. | Political
                                            Contributions/Gifts
|-- | -------------------------------------------------------------------------



Business
contributions to political campaigns are strictly regulated by federal, state, provincial and local law in the Canada, U.S. and many
other jurisdictions. Accordingly, all political contributions proposed to be made with the Company’s funds must be coordinated
through and approved by the Compliance Officer. Directors, officers and employees may not, without the approval of the Compliance Officer,
use any Company funds for political contributions of any kind to any political candidate or holder of any national, state or local government
office. Directors, officers and employees may make personal contributions, but should not represent that they are making contributions
on the Company’s behalf. Specific questions should be directed to the Compliance Officer.



|I. | Bribes,
                                            Kickbacks and Other Improper Payments
|-- | -----------------------------------------------------------------------------------------



The
Company does not permit or condone bribes, kickbacks or other improper payments, transfers or receipts. No director, officer or employee
should offer, give, solicit or receive any money or other item of value for the purpose of obtaining, retaining or directing business
or bestowing or receiving any kind of favored treatment.



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|J. | Accuracy
                                            of Records
|-- | ---------------------------------------------------------------



You
must honestly and accurately report all business transactions. We are responsible for the accuracy of our records and reports. Accurate
information is essential to the Company’s ability to meet legal and regulatory obligations. All Company books, records and accounts
shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions
they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting
policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be
made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall
be made without adequate supporting documentation.



|K. | Quality
                                            of Public Disclosures
|-- | -------------------------------------------------------------------------



It
is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with,
or submitted to, the Canadian Securities Administrators, the Securities and Exchange Commission and in other public communications.



|III. | Compliance
                                            Procedures
|---- | -----------------------------------------------------------------



|A. | Communication
                                            of Code
|-- | -----------------------------------------------------------------



All
current directors, officers and employees are being supplied a copy of the Code. Future directors, officers and employees will be supplied
a copy of the Code when beginning service at the Company. All directors, officers and employees will be expected to review and sign an
acknowledgment regarding the Code on a periodic basis.



|B. | Monitoring
                                            Compliance and Disciplinary Action
|-- | -----------------------------------------------------------------------------------------



The
Company’s management, under the supervision of its Board or a committee of the Board shall take reasonable steps to (i) monitor
compliance with the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.



Disciplinary
measures for violations of the Code will be determined in the Company’s sole discretion and may include, but are not limited to,
counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, termination
of employment or service, and restitution.



The
Company’s management shall periodically report to the Board or a committee of the Board on these compliance efforts including,
without limitation, alleged violations of the Code and the actions taken with respect to violations.



|C. | Communication
                                            Channels
|-- | ------------------------------------------------------------------



Be
Proactive.Every employee is encouraged to act proactively by asking questions, seeking guidance and reporting suspected violations
of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of law, rule or regulation
resulting from the conduct of the Company’s business or occurring on the Company’s property. If an employee believes that
actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code or any law, rule
or regulation applicable to the Company, you are obligated to bring the matter to the attention of the Company.



Seeking
Guidance.The best starting point for officers or employees seeking advice on ethics-related issues or wishing to report potential
violations of the Code will usually be their supervisor. However, if the conduct in question involves an officer’s or employee’s
supervisor, if the officer or employee has reported the conduct in question to the supervisor and does not believe that the supervisor
has dealt with it properly, or if the officer or employee does not feel comfortable discussing the matter with the supervisor, the officer
or employee may raise the matter with the Compliance Officer.



Communication
Alternatives.Any officer or employee may communicate with the Compliance Officer, or report potential violations of the Code, by
any of the following methods:



| | ● | By
    e-mail to Gadi Levin <gadi@a2zas.com> (anonymity cannot be maintained);
| | - | ------------------------------------------------------------------------------



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| | ● | In
    writing (which can be done anonymously as set forth below under “Anonymity”), addressed to the Compliance Officer, by
    mail to A2Z Smart Technologies Corp., Harimon 108, Lev Hasharon, 4582500, Israel, Attn: Gadi Levin;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Reporting
Accounting and Similar Concerns.Concerns or questions regarding potential violations of the Code, a Company policy or procedure
or laws, rules or regulations relating to accounting, internal accounting controls, or auditing or securities law matters will be directed
to the Audit Committee of the Board (the “Audit Committee”) or a designee of the Audit Committee in accordance with
the procedures established by the Audit Committee for receiving, retaining and treating complaints regarding accounting, internal accounting
controls or auditing matters. Officers and employees can also communicate directly with the Audit Committee or its designee regarding
such matters by the following methods (which can be done anonymously as set forth below under “Anonymity”):



| | ● | By
    e-mail to Gadi Levin <gadi@a2zas.com> (anonymity cannot be maintained);                                                                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                             
| | ● | In
    writing (which can be done anonymously as set forth below under “Anonymity”), addressed to the Compliance Officer, by
    mail to A2Z Smart Technologies Corp., Harimon 108, Lev Hasharon, 4582500, Attn: Gadi Levin;



Cooperation.
Employees are expected to cooperate with the Company in any investigation of a potential violation of the Code, any other Company policy
or procedure, or any law, rule or regulation.



Misuse
of Reporting Channels.Employees should not use these reporting channels in bad faith or in a false or frivolous manner or to report
grievances that do not involve the Code or other ethics-related issues.



Director
Communications.In addition to the foregoing methods, a director also can communicate concerns or seek advice with respect to this
Code by contacting the Board through its Chairperson or the Audit Committee.



|D. | Anonymity
|-- | ---------



The
Company prefers that officers and employees, when reporting suspected violations of the Code, identify themselves to facilitate the Company’s
ability to take steps to address the suspected violation, including conducting an investigation. However, the Company also recognizes
that some people may feel more comfortable reporting a suspected violation anonymously.



An
officer or employee who wishes to remain anonymous may do so, and the Company will use reasonable efforts to protect confidentiality.
If a report is made anonymously, however, the Company may not have sufficient information to investigate or evaluate the allegations.
Accordingly, persons who report suspected violations anonymously should provide as much detail as they can to permit the Company to evaluate
the allegation and, if it deems appropriate, conduct an investigation.



|E. | No
                                            Retaliation
|-- | ----------------------------------------------------------



The
Company forbids any retaliation against an officer or employee who, acting in good faith on the basis of a reasonable belief, reports
suspected misconduct. Specifically, the Company will not discharge, demote, suspend, threaten, harass or in any other manner discriminate
against, such an officer or employee. Anyone who participates in any such conduct is subject to disciplinary action, including termination.



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|IV. | Waivers
                                            and Amendments
|--- | ------------------------------------------------------------------



No
waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes, without limitation, the Company’s
principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board or, if permitted, the Audit
Committee, and (ii) if required, the waiver is promptly disclosed to the Company’s securityholders in accordance with applicable
Canadian and U.S. securities laws and the rules and regulations of the exchange or system on which the Company’s shares are traded
or quoted, as the case may be.



Any
waivers of the Code for other employees may be made by the Compliance Officer, the Board or, if permitted, the Audit Committee.



All
amendments to the Code must be approved by the Board and, if required, must be promptly disclosed to the Company’s securityholders
in accordance with United States securities laws and Nasdat rules and regulations.



Adopted
on:



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ACKNOWLEDGMENT



I
hereby acknowledge that I have read, that I understand and that I agree to comply with, the Code of Business Conduct and Ethics of A2Z
Smart Technologies Corp. (the “Company”). I also understand and agree that I will be subject to sanctions, including
termination of employment, that may be imposed by the Company, in its sole discretion, for violation of such Code of Business Conduct
and Ethics.



|Date: |  |  | Signature: | 
|----- |  |  | ---------- | 
|      |  |  | Name:      | 
|      |  |  | Title:     | 



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