Exhibit 4.12


 


TRUST
AGREEMENT


Executed
on the 29th day of March, 2021.


 


	AMONG	 
	 	 
	BYND Cannasoft Enterprises Inc.	 
	a corporation formed under the laws of British Columbia,
    Canada (the “Purchaser”)	 
	 	As
    the first party;
	 	 
	AND	 
	 	 
	The shareholders of the BYND listed in Exhibit
    A hereto	 
	(each a “Shareholder” and, collectively,
    the “Shareholders”);	 
	 	As
    the second party;
	 	 
	AND	 
	 	 
	I.B.I.	Trust Management
	Registration no. 515020428 Withholding file no. 936080233
    Of 9 Ehad Ha’am St., Shalom Tower, Tel-Aviv 6525101 Israel (the “Trustee”).	 
	 	As
    the third party;


 


	WHEREAS	the Purchaser, BYND – Beyond Solutions Ltd. Pvt. Co.
No 12895533 (“BYND”), 1232986 B.C. Ltd. and the Shareholders have entered into a Business Combination Agreement dated
December 16, 2019, as amended (the “BCA”).
	 	 




	WHEREAS	this Agreement will be in force, if any, only upon the closing
of the Transaction (defined below) set forth in the BCA and will be signed at the closing date or close after this date, provided that
all the pre-closing conditions were met.
	 	 




	WHEREAS	pursuant to the terms and conditions of the BCA, at the closing
of the Transaction:




 


	 	(a)	the Purchaser shall issue 18,015,883 common shares
    to the Shareholders in accordance with the allocations described in Exhibit A, which shares will represent approximately 74.19% of
    the issued and paid share capital of the Purchaser (the “Allocated Shares”); and
	 	 	 
	 	(b)	the Shareholders shall transfer 1,762 ordinary shares,
    which shares will represent 100% of the issued and paid shares in the capital of BYND (the “Transferred Shares”),
    to the Purchaser,
	 	 	 
	 	 	(collectively, the “Transaction”);


 


	WHEREAS	the parties have agreed that the Allocated Shares will be issued
to the Trustee on behalf of the Shareholders at closing in accordance with the allocations described in Exhibit A, and will be issued
electronically to the Trustee, which will hold them under its trust for the benefit of each and every Shareholder in accordance with
the allocations described in Exhibit A, subject to the terms and conditions of the 103K tax ruling issued on May 4, 2020 by the Israeli
Tax Authorities in connection with the said Transaction (the “103K Ruling”).




 




    	 



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	WHEREAS	the parties have agreed that the Transferred Shares will be
transferred to the Trustee on behalf of the Purchaser at closing and will be issued in physical form to the Trustee, which will hold
them under its trust for the benefit of the Purchaser, subject to the terms and conditions determined in the specific 103K Tax Ruling
issued by the Israeli Tax Authorities on behalf of the said Transaction.




 


	WHEREAS	in accordance with the provisions of the BCA, the parties agreed
to hire the Trustee’s services with respect to the Allocated Shares and the Transferred Shares.




 


	WHEREAS	according to the provisions of the BCA, the parties shall settle
their contractual relationships in writing;




 


THEREFORE,
IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:


 


	1.	Preamble



 


		1.1.	The
                                            Recitals to this Agreement and the Exhibits attached hereto, an integral part of this Agreement.



 


	2.	Definitions
                                            and Interpretation



 


		2.1.	In
                                            any case of contradiction, between the provisions of this Agreement and the BCA with respect
                                            to the Trustee’s duties, the provisions set out in this Agreement shall prevail.
	 	 	 



		2.2.	The
                                            clause headings are solely for convenience and shall not be applied in the interpretation
                                            of this Agreement.



 


	3.	Scope
                                            of Agreement



 


This
Agreement shall apply to the Trustee, the Purchaser and each Shareholder in separate. The Rights and obligations of the Purchaser and
each Shareholder are independent and separate from each other.


 


	4.	The
                                            Trust Services



 


		4.1.	According
                                            to the outline of the share purchase deal and the provisions of the BCA, the Allocated Shares
                                            shall be held by the Trustee for the benefit of the Shareholders in accordance with the allocations
                                            described in Exhibit A and the Transferred Shares shall be held by the Trustee for the benefit
                                            of the Purchaser. The Trustee shall release the Allocated Shares and the Transferred Shares
                                            and transfer them to the Shareholders and the Purchaser (as applicable) or as each of them
                                            may otherwise direct in writing, subject to the full occurrence of all the events detailed
                                            at section 5 herein.
	 	 	 



		4.2.	Subject
                                            to Section 4.3, at the closing of the Transaction, the Allocated Shares and the Transferred
                                            Shares shall be deposited in the Trustee account, or in case they are issued as Share Certificates,
                                            shall be transferred by FedEx to the Trustee.
	 	 	 



		4.3.	Notwithstanding
                                            Section 4.2, the Trustee acknowledges and understands some of the Allocated Shares to be
                                            issued Marcel (Moti) Maram, Avner Tal and Yftah Ben Yaackov (collectively, the “Principals”)
                                            in connection with the Transaction (the “Escrowed Shares”), will be required
                                            to be held in escrow under Canadian law for certain period(s) of time, before such Escrowed
                                            Shares will be released to Trustee on behalf of the Principals or to the Principals directly
                                            (as applicable) and in connection therewith, the Trustee shall be required to enter into
                                            a form of escrow agreement with the Purchaser’s transfer agent, describing the escrow
                                            provisions relating to the Escrowed Shares.
	 	 	 



		4.4.	Any
                                            dividend in cash which the Purchaser distributes with respect of the Allocated Shares and
                                            the applicable Israeli taxes liability which will be generated from any dividend in cash
                                            which BYND distributes in respect of the Transferred Shares, shall be delivered to the specific
                                            account opened by the Trustee with respect to the said Transaction. The Trustee will pay
                                            the cash dividend to the Shareholders or the Purchaser (as applicable) after withholding
                                            at source the applicable taxes and will perform all the relevant reports to the Israeli Tax
                                            Authority, subject to the tax ruling provisions.



 




    	 



    -3-


    

 


		4.5.	Any
                                            consideration or profit which will be generated from the sale of any Allocated Shares or
                                            any Transferred Shares (as applicable), shall be delivered to the specific account opened
                                            by the Trustee with respect to the said Transaction. The Trustee will pay the net consideration
                                            to Purchaser or the Shareholders (as applicable) after withholding at source the applicable
                                            Israeli taxes and will provide all the relevant reports to the Israeli Tax Authority, subject
                                            to the Tax Ruling provisions.



 


	5.	Instructions
                                            to Trustee



 


Each
of the Shareholders and the Purchaser on his or its own behalf, hereby instruct the Trustee to act as follows:


 


		5.1.	Each
                                            of the Shareholders and the Purchaser hereby appoint the Trustee as a Trustee for such party
                                            in connection to the trust services as specified in this Agreement and accordance to any
                                            law, including the provisions of the Trust Law, 1979 and the Tax Ruling.
	 	 	 



		5.2.	Subject
                                            to the provisions of this Agreement, in the event that any of the Shareholders shall wish
                                            to sell or transfer any of his or its Allocated Shares, such Shareholder may at any time,
                                            instruct the Trustee to sell or to transfer such Allocated Shares and to transfer the net
                                            proceeds or the Allocated Shares to the Shareholders’ specific bank account, by providing
                                            specific instructions in writing to the Trustee detailing such instructions.. For greater
                                            certainty, subject to the provisions of Sections 4.3 and 5.6, each of Shareholders (as applicable)
                                            shall at all times maintain control and direction over its Allocated Shares.
	 	 	 



		5.3.	Subject
                                            to the provisions of this Agreement, in the event that the Purchaser shall wish to sell or
                                            transfer any of the Transferred Shares, the Purchaser may at any time, instruct the Trustee
                                            to sell or to transfer such Transferred Shares and to transfer the net proceeds or the Transferred
                                            Shares to the Purchaser’s specific bank account, by providing specific instructions
                                            in writing to the Trustee detailing such instructions. For greater certainty, subject to
                                            the provisions of Section 5.6, the Purchaser shall at all times maintain control and direction
                                            over the Transferred Shares.
	 	 	 



		5.4.	For
                                            the avoidances of doubt, the Allocated Shares shall be held by the Trustee for the benefit
                                            of the Shareholders in accordance with the allocations set forth in Exhibit A and the Transferred
                                            Shares shall be held for the benefit of the Purchaser.
	 	 	 



		5.5.	Each
                                            of the Shareholders and the Purchaser understands and acknowledges that they are familiar
                                            with the provisions of the section 103K of the Israeli Tax Income Ordinance, the regulations
                                            from its power and the 103K Tax Ruling. Under section 103K provisions, the Shareholders and
                                            the Purchaser understand and acknowledge the 2 years lock-up period from the Closing date
                                            of the Transaction ( March 24, 2021), subject to the easements set in section 103K (“The
                                            Lock-Up Period”).
	 	 	 



		5.6.	The
                                            Shareholders understand and acknowledge that if they fail to do so, they are obliged to transfer
                                            tax liability as calculated by the trustee within 7 days following the written request from
                                            the trustee, and if such payment is not carried out, the trustee is allowed to sell Allocated
                                            Shares in order to satisfy such tax liability.
	 	 	 



		5.7.	The
                                            Shareholders and the Purchaser (as applicable) shall bear any tax obligation, fees or any
                                            payment that may apply on him in connection to this Agreement, including for transferring
                                            the Allocated Shares or the Transferred Shares, dividend distributions and in accordance
                                            with applicable law.



 






    	 



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		5.8.	The
                                            Trustee shall notify the Shareholders and the Purchaser (as applicable) within a reasonable
                                            time with any notice and/or claim received in connection with the execution of this Agreement
                                            including with the Trustee’s acting as the registry owner of the Allocated Shares or
                                            the Transferred Shares.
	 	 	 



		5.9.	The
                                            Shareholders and the Purchaser hereby undertake to indemnify the Trustee in respect of any
                                            damage, expense or loss of any kind that Trustee may incur as a result of, or in consequence
                                            of performance of its duties under this Agreement, including the registration of the Allocated
                                            Shares and the Transferred Shares by the name of the Trustee.
	 	 	 



		5.10.	Trustee
                                            shall not be responsible for any damage, expense or loss of any kind which may occur to the
                                            Shareholders or the Purchaser in the event that Trustee acted or omitted to act in a reasonable
                                            manner, without negligence or willful misconduct, and in good faith.



 


	6.	Fees



 


The
Purchaser shall pay to Trustee for the service provided by it under this Agreement, an annual fee (Exhibit B), at the beginning
of each trust year, within thirty (30) days of its receipt of Trustee’s statement for its fees.


 


The
Shareholders hereby undertake paying the fees as described in this section 6 if the Purchaser fails to do so.


 


	7.	Duration
                                            of Service



 


End
of trust services


 


		7.1.	The
                                            services created under this Agreement shall remain in effect until fulfillment of the required
                                            conditions set forth at Section 4-5 above and Subject to Sections 7.2- 7.3 below.



 


General


 


		7.2.	The
                                            Trustee shall be entitling to terminate this Agreement with at least 30 days’ advance
                                            written notice to the Shareholder and the Purchaser and subject to appointment of a new Trustee.
	 	 	 



		7.3.	In
                                            case of transferring part or all of the Allocated Shares or the Transferred Shares from the
                                            Trustee, this Agreement will be terminated in connection to the said shares.



 


-Signature
Page Follows-


 




    	 



    -5-


    

 


IN
WITNESS WHEREOF the parties hereto have executed this Trust Agreement on the day and year first above written.


 


	 	I.B.I Trust Management
	 	 	 
	 	By:	“Keren
    Talmor”
	 	Name:	Keren
    Talmor
	 	Title:	Professional
    Field Manager
	 	 	 
	 	BYND Cannasoft Enterprises Inc.
	 	 	 
	 	By:	“Marcel
    (Moti) Maram”
	 	 	Marcel
    (Moti) Maram, CEO
	 	 	 
	 	The Shareholders:
	 	 	 
	 	 	“Yftah
Ben Yaackov”
	 	 	Yftah
    Ben Yaackov
	 	 	 
	 	 	“Marcel
    (Moti) Maram”
	 	 	Marcel
    (Moti) Maram
	 	 	 
	 	 	“Avner
    Tal”
	 	 	Avner
    Tal
	 	 	 
	 	Brzezinski Investments and Promotions Ltd. 
	 	 	 
	 	By:	“Dalia
    Brzezinski”
	 	 	Dalia Brzezinski


 


[Signature
Page to Trust Agreement/March 29, 2021]


 




    	 



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EXHIBIT
A - The List of Shareholders


 


	Shareholder	 	# Allocated Shares	 
	Yftah Ben Yaackov ID No 35730498	 	 	8,184,616	 
	Brzezinski Investments and Promotions Ltd. Pvt. Co. No 516108545	 	 	1,648,453	 
	Marcel (Moti) Maram, ID No 67437293	 	 	4,091,407	 
	Avner Tal, ID No 57770125	 	 	4,091,407	 
	Total	 	 	18,015,883	 



 




    	 



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Exhibit
B – Fee Schedule –Trustee