Exhibit
4.5


 


BYND
CANNASOFT ENTERPRISES INC.


(the “Issuer”)


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


INSTRUCTIONS
TO SUBSCRIBER


 


	1.	All
    Subscribers must complete all the information in the boxes on page 2 and sign where indicated with an “X”.
	 	 
	2.	All
    subscribers must complete and sign the Exhibit A “Investor Questionnaire”.
	 	 
	3.	All
    subscribers who are “accredited investors” AND who are individuals (i.e. not corporations, partnerships or trusts)
    must fill in and execute Form 45-106F9 which is attached as Appendix A to the Exhibit A “Investor Questionnaire”.
	 	 
	4.	If
    you are a “U.S. Purchaser”, as defined in Exhibit B, you must also complete and sign the Exhibit B “United
    States Accredited Investor Questionnaire”.
	 	 
	5.	If
    you are neither a Canadian resident nor a U.S. Purchaser, you must also complete and sign the Exhibit C “Foreign Resident
    Questionnaire”.


 




    	 



     


    

 


BYND
CANNASOFT ENTERPRISES INC.


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


The
undersigned (the “Subscriber” or “AGROINVESTMENT”) hereby irrevocably subscribes for and agrees
to purchase from BYND CANNASOFT ENTERPRISES INC. (the “Issuer”) that number of common shares (each, a “Share”
and collectively, the “Shares”) set out below at a price of CAD$ 1.04 per Share.


 


The
Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares”.


 


	Subscriber
Information
	 	Shares
to be Purchased

	 	 	 
	AGROINVESTMENT
    S.A.	 	2,403,846

	Name
    of Subscriber (Please Print)	 	 (Number
    of Shares)
	 	 	
	/s/
                                            EDUARDO SERGIO ELSZTAIN
	 	Total
Subscription Price: 2,500,000 CAD$

	Signature of Subscriber (or Authorized Signatory - if the Subscriber is not an Individual)	 	(the
    “Subscription Amount”, plus wire fees if applicable)
	 	 	
	 	 	 
	EDUARDO
                                            SERGIO ELSZTAIN
	 	 
	(Name
and Title of Authorized Signatory – if the Subscriber is not an Individual)
	
	Please
complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing
as trustee or agent for accounts fully managed by it.

		 	 
	Cambará
    1620, Of. 1202, Montevideo, Uruguay	 	 
	(Subscriber’s
Address, including postal or zip code)	 	(Name of Disclosed Principal)
	 	 	 
	 	 	 
	 	 	(Address
    of Disclosed Principal)
	 	 	 
	 	 	 
	(Telephone Number) (Email Address)	 	(Account
    Reference, if applicable)
	 	 	 


 


	Register
the Shares as set forth below:
	 	Deliver
the Shares or DRS Notice as set forth below:

	 	 	 
	AGROINVESTMENT S.A.	 	AGROINVESTMENT
    S.A.
	(Name
    to Appear on Share Certificate or DRS Notice)	 	(Attention
- Name)
	 	 	 
	 	 	 
	(Address,
    including postal or zip code)	 	(Street
    Address, including postal or zip code – no PO Boxes permitted)
	 	 	 
	 	 	 
	 	 	(Telephone
    Number)


 


	Number
and kind of securities of the Issuer held, directly or indirectly, or over which control or direction is exercised by, the Subscriber,
if any (i.e., shares, warrants, options)
	 	1.
                                                                                                                                                                 State whether the Subscriber is an Insider of the Issuer:

    Yes
                No 

	 	 	 
	Nil	 	2.
    State whether the Subscriber is a registrant:
	 	 	Yes
                     No
	 	 	 


 




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ACCEPTANCE


 


The
Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription
agreement (this “Agreement”) as of the 3rd day of September, 2021 (the “Closing Date”).


 


	BYND
    CANNASOFT ENTERPRISES INC.	 
	 	 	 
	Per:	/s/
    Yftah Ben Yaackov	 
	 	Authorized
    Signatory	 


 




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TERMS
AND CONDITIONS OF SUBSCRIPTION FOR SHARES


 


	1.
    	Subscription


 


1.1
On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber
hereby irrevocably subscribes for and agrees to purchase such number of Shares as is set forth on page 2 of this Agreement at a price
of $1.04 CAD$ per Share for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription
and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Shares to the Subscriber, effective
upon the Issuer’s acceptance of this Agreement.


 


1.2
The Subscription Amount will be integrated in US Dollars at the exchange rate reported by Bloomberg on the day prior to the Execution
Date (as defined below).


 


1.3
The Subscriber acknowledges that the Shares have been offered to the Subscriber as part of an offering by the Issuer of additional Shares
(the “Offering”).


 


1.4
All dollar amounts referred to in this Agreement are in lawful money of Canada, unless otherwise indicated.


 


	2.
    	Defined
    Terms


 


	 	(a)	“Escrow
    Agent”: means “LATIN ADVISORS LTD.”.
	 	 	 
	 	(b)	“Escrow
    Agreement” means the escrow agreement among BYND, AGROINVESTMENT and the Escrow Agent to be executed and delivered at the
    Closing, in the form and substance to be agreed upon between the parties thereto prior to Closing ;
	 	 	 
	 	(c)	“Escrow
    Release Condition” means: (i) BYND’s filing of a Form 20F registration statement with the United States Securities
    and Exchange Commission, respecting the BYND Shares and (ii) the effective approval from Nasdaq for listing of the BYND Shares parallel
    to Nasdaq confirmation;
	 	 	 
	 	(d)	“Escrow
    Release Condition Date” means April 30th, 2022, or such other date as the parties hereto shall mutually agree
    in writing;
	 	 	 
	 	(e)	“Closing”
    means the completion of the Transaction on the Closing Date pursuant to the terms and conditions contained in this Agreement;
	 	 	 
	 	(f)	“Execution
    Date” means the date in which this Agreement is approved by the board of directors of BYND, which will be no later than
    September 10th 2021.
	 	 	 
	 	(g)	 “DRS”
    means the Direct Registration System of the Depository Trust Company (DTS).


 




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	3.	The
    Transaction


 


Upon
and subject to the terms and conditions of this Agreement, at the Execution Date, the parties shall consummate the Transaction as follows:


 


	 	(a)	BYND
    shall deliver to the Subscriber a copy of the Board of Directors resolution in which this Agreement was approved.
	 	 	 	 
	 	(b)	The
    Subscriber shall deposit on behalf of BYND the full Subscription Amount into a trust account, in the name of the Escrow Agent on
    behalf of the parties of this agreement in Pershing LLC; and,
	 	 	 	 
	 	(c)	BYND
    shall deliver to the Escrow Agent, on behalf of AGROINVESTMENT:
	 	 	 	 
	 	 	(i)	2,403,846
    BYND Shares (the “BYND Issued Shares”), at a price per share which is equal to CAD 1.04; and
	 	 	 	 
	 	 	(ii)	400,000
    non-transferable share purchase warrants, each such warrant entitling the holder thereof to acquire one (1) common share of BYND
    at a price equal to the BYND Shares price on the last trading day immediately prior to the effective date each warrant is exercised
    for a period of two (2) years (the “BYND Warrants”, and together with the BYND Issued Shares, the “BYND
    Securities”).


 


In
case this Agreement is not approved by the BYND ́s board of directors before September 10th, 2021, this agreement will
be terminated.


 


	4.	Escrow
    Release


 


The
Escrow Agreement shall provide inter alia, the BYND Securities and the Subscription Amount shall be held in escrow by the Escrow
Agent, to be released as follows:


 


	 	(a)	provided
    that the Escrow Release Condition is satisfied on or prior to the Escrow Release Condition Date (such date being referred to as the
    “Escrow Release Condition Satisfaction Date”), the Escrow Agent: (i) shall immediately release the BYND Securities
    to AGROINVESTMENT, and, (ii), shall release the Subscription Amount to BYND (the “Escrow Release Date”);
    and
	 	 	 
	 	(b)	in
    the event that the Escrow Release Condition shall not be satisfied on or before the Escrow Release Condition Date, then the Escrow
    Agent shall release the BYND Securities to BYND for cancellation and shall release the Subscription Amount to AGROINVESTMENT
    immediately.


 




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The
parties expressly agree that, since the delivery of the BYND Issued Shares by BYND to the Escrow Agent, AGROINVESTMENT shall own all
voting rights and privileges of being a shareholder. Notwithstanding, such voting rights and privileges will be cancelled together with
the BYND Issued Shares in the event stated in section (b) above.


 


	5.	Documents
    Required from Subscriber


 


The
Subscriber must complete, sign and return to the Issuer, the following documents:


 


	 	(a)	this
    Agreement;
	 	 	 
	 	(b)	the
    Investor Questionnaire (the “Investor Questionnaire”) attached as Exhibit A;
	 	 	 
	 	(c)	if
    the Subscriber is an “accredited investor” and is an individual (i.e. not a corporation, partnership or trust), the Form
    45-106F9 attached as Appendix A to the Investor Questionnaire;
	 	 	 
	 	(d)	if
    the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the “U.S.
    Questionnaire”);
	 	 	 
	 	(e)	if
    the Subscriber is neither a Canadian resident nor a U.S. Purchaser, the Foreign Resident Questionnaire (the “Foreign Questionnaire”
    and, together with the Questionnaire and the U.S. Questionnaire, the “Questionnaires”) attached as Exhibit C;
    and
	 	 	 
	 	(f)	such
    other supporting documentation that the Issuer or its legal counsel, Devry Smith Frank LLP (the “Issuer’s Counsel”)
    may request to establish the Subscriber’s qualification as a qualified investor,


 


and
the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided
all of such documents to the Issuer.


 


As
soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws.


 


	6.	Conditions
    and Closing
	 	 
	6.1	The
    Closing is conditional upon and subject to:


 


	 	(a)	the
    Issuer having obtained all necessary approvals and consents, including regulatory approvals for the Offering.
	 	 	 
	 	(b)	the
    issue and sale of the BYND Issued Shares being exempt from the requirement to file a prospectus and the requirement to deliver an
    offering memorandum under applicable securities laws relating to the sale of the BYND Issued Shares, or the Issuer having received
    such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver
    an offering memorandum; and


 




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	 	(c)	the
    Issuer having obtained all necessary regulatory approvals (including any required stock exchange approvals) for the Offering.
	 	 	 
	 	(d)	The
    Subscriber acknowledges that the certificates (or DRS notices) representing the BYND Issued Shares will be available for delivery
    on the Execution Date, provided that the Subscriber has satisfied the requirements of this agreement.


 


	7.	Director
    Nominee


 


From
and after the Escrow Release Date and continuing for so long as AGROINVESTMENT shall own not less than five (5%) percent of the issued
and outstanding BYND Shares, Eduardo Sergio Elsztain, or any other person designated by him, shall have the right to be nominated by
Mr. Yftah Ben Yackov to serve on BYND’s board of directors and for so long as Elsztain, or the person designated by him, remains
qualified to serve as a director under applicable law and pursuant to the rules of any stock exchange on which BYND Shares are listed,
BYND and Mr. Yftah Ben Yackov agree to support and cause to be placed on the ballot at each election of directors.


 


	8.	AGROINVESTMENT
    Acknowledgements


 


AGROINVESTMENT
hereby acknowledges and understands the following:


 


	 	(a)	that
    the issuance and delivery of the BYND Shares in connection with the Transaction, will be made pursuant to appropriate exemptions
    (the “Exemptions”) from the registration and prospectus (or equivalent) requirements of the applicable securities
    laws of the United States and Canada;
	 	 	 
	 	(b)	as
    a consequence of AGROINVESTMENT acquiring its BYND Shares in reliance on the Exemptions:


 


	 	(i)	AGROINVESTMENT
    may not receive information regarding BYND that might otherwise be required to be provided to AGROINVESTMENT which shall not be unreasonably
    undelivered by BYND;
	 	 	 
	 	(ii)	there
    is no government or other insurance covering the BYND Shares;
	 	 	 
	 	(iii)	there
    are restrictions on AGROINVESTMENT’s ability to resell the BYND Shares received and it is AGROINVESTMENT’s responsibility
    to find out what those restrictions are and to comply with them before selling the BYND Shares; and


 




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	 	(iv)	no
    securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the
    BYND Shares.


 


	 	(c)	upon
    their issuance at the Closing Date, none of the BYND Shares (including the BYND Issued Shares) will have been or will be registered
    under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or
    “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United
    States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation
    S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or
    pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case
    only in accordance with applicable state, provincial and foreign securities laws;
	 	 	 
	 	(d)	upon
    their issuance at the Closing Date, the BYND Issued Shares shall bear such applicable legends as may be required pursuant to applicable
    securities laws and the applicable rules and policies of the CSE, including without limitation, the following:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and one day
from the Closing Date.]”


 


and


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BYND CANNASOFT ENTERPRISES INC. (THE “ISSUER”)
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN
A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE
OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO SUCH EFFECT.”


 


	 	(e)	the
    decision to execute this Agreement and to acquire the BYND Issued Shares has not been based upon any oral or written representation
    as to fact or otherwise made by or on behalf of the BYND and such decision is based entirely upon a review of any public information
    which has been filed by BYND with any Canadian provincial securities commissions (collectively, the “BYND Public Record”);
    and


 




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	 	(f)	there
    are risks associated with the acquisition of the BYND Issued Shares, as more fully described in BYND’s periodic disclosure
    forming part of the BYND Public Record.


 


	9.	Representations
    and Warranties of the Subscriber


 


9.1
The Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:


 


	 	(a)	unless
    the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person;
	 	 	 	 	 
	 	(b)	the
    Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
	 	 	 	 	 
	 	(c)	if
    the Subscriber is resident outside of Canada:
	 	 	 	 	 
	 	 	(i)	the
    Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the
    jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer
    and sale of the Securities,
	 	 	 	 	 
	 	 	(ii)	the
    Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of
    the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Securities under applicable
    securities laws of the International Jurisdiction without the need to rely on any exemptions,
	 	 	 	 	 
	 	 	(iii)	the
    applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals
    of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale
    or resale of any of the Shares,
	 	 	 	 	 
	 	 	(iv)	the
    purchase of the Shares by the Subscriber does not trigger:
	 	 	 	 	 
	 	 	 	A.	any
    obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the International
    Jurisdiction, or
	 	 	 	 	 
	 	 	 	B.	any
    continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and
	 	 	 	 	 
	 	 	(v)	the
    Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International
    Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer,
    acting reasonably;


 


	 	(d)	the
    Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant
    hereto;


 




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	 	(e)	the
    entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions
    of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to
    which the Subscriber may be a party or by which the Subscriber is or may be bound;
	 	 	 
	 	(f)	the
    Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable
    against the Subscriber;
	 	 	 
	 	(g)	the
    Subscriber has received and carefully read this Agreement;
	 	 	 
	 	(h)	the
    Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in
    the Public Record and the possible loss of the entire Subscription Amount;
	 	 	 
	 	(i)	the
    Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that
    the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer;
	 	 	 
	 	(j)	the
    Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual
    agreement or otherwise, in the distribution of the Shares;
	 	 	 
	 	(k)	the
    Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general
    solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper,
    magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by
    general solicitation or general advertising; and
	 	 	 
	 	(l)	no
    person has made to the Subscriber any written or oral representations:


 


	 	(i)	that
    any person will resell or repurchase any of the Shares,
	 	 	 
	 	(ii)	that
    any person will refund the purchase price of any of the Shares, or
	 	 	 
	 	(iii)	as
    to the future price or value of any of the Shares.


 


9.2
In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of
this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States;
(c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation
organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the
1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts;
or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.


 




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	10.	Representations
    and Warranties will be Relied Upon by the Issuer


 


10.1
The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement are made by it with the intention
that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s
eligibility to purchase the BYND Issued Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the
Subscriber is contracting hereunder to purchase the BYND Issued Shares under applicable laws. The Subscriber further agrees that, by
accepting delivery of the certificates (or DRS notice) representing the BYND Issued Shares, it will be representing and warranting that
the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if
they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities
and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.


 


	11.	Representations,
    Warranties and Covenants of the Issuer


 


8.1
By executing this Subscription Agreement, the Issuer represents, warrants and covenants to the Subscriber, which representations, warranties
and covenants will be true and correct as of the Closing with the same force and effect as if made at and as of the Closing and which
representations, warranties and covenants will survive the Closing (and acknowledges that the Subscriber is relying thereon) that:


 


	(a)	The
    Issuer has been duly amalgamated and organized and is a valid and subsisting company under the laws of the Province of British Columbia,
    and is duly qualified to carry on business in the Province of British Columbia and in each other jurisdiction, if any, wherein the
    carrying out of the activities contemplated makes such qualifications necessary.
	 	 
	(b)	The
    BYND Issued Shares will, upon issue and delivery, be validly issued as fully paid and non-assessable upon receipt by the Issuer of
    full payment therefor.
	 	 
	(c)	There
    is no “material fact” or “material change” (as those terms are defined in applicable securities legislation)
    in the affairs of the Issuer that has not been generally disclosed to the public.
	 	 
	(d)	The
    Issuer has the full corporate right, power and authority to execute this Subscription Agreement, and to issue the BYND Issued Shares
    to the Subscriber pursuant to the terms of this Subscription Agreement.
	 	 
	(e)	This
    Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.


 




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	12.	Registration
    Rights under US Securities Laws


 


Commencing
on the day following Nasdaq’s approval of BYND’s listing application (the “Approval Date”), AGROINVESTMENT shall
have the right to request from BYND (the “Registration Request”) and BYND undertakes to use its best efforts to cause the
BYND Issued Shares to be registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”). In connection
therewith, as soon as practicable after a Registration Request is made, BYND shall prepare and file with the U.S. Securities and Exchange
Commission (the “Commission”) a Registration Statement on Form F-1 covering the resale of the BYND Issued Shares. If at any
time after the Approval Date, BYND determines to prepare and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form F-4 or Form
S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in connection with stock option or other employee benefit plans, then BYND will send to AGROINVESTMENT
written notice of such determination and if, within ten days after receipt of such notice, Elsztain requests in writing, BYND will include
in such registration statement all or any part of any BYND Issued Shares that AGROINVESTMENT requests to be registered. Notwithstanding
the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof impose a limitation
on the number of shares of securities that may be included in the Registration Statement because, in such underwriter(s)’ reasonable
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then BYND is obligated to
include in such Registration Statement only such limited portion of the BYND Issued Shares with respect to which AGROINVESTMENT have
requested inclusion hereunder as the underwriter recommends.


 


	13.	Acknowledgement
    and Waiver


 


13.1
The Subscriber has acknowledged that the decision to acquire the BYND Issued Shares was solely made on the basis of the Public Record.
The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages
to which the Subscriber might be entitled in connection with the distribution of any of the Securities.


 


	14.	Collection
    of Personal Information


 


14.1
The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the
purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be included in record books
in connection with the Offering and may be disclosed by the Issuer to: (a) stock exchanges or securities regulatory authorities, (b)
the Issuer’s registrar and transfer agent, (c) tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including the Issuer’s Counsel.
By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s
personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder)
for the foregoing purposes and to the retention of such personal information for as long as permitted or required by applicable laws.
Notwithstanding that the Subscriber may be purchasing the Shares as agent on behalf of an undisclosed principal, the Subscriber agrees
to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed
principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.


 




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Furthermore,
the Subscriber is hereby notified that:


 


	 	(a)	the
    Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription, including
    any Canadian provincial securities commissions, the United States Securities and Exchange Commission and/or any state securities
    commissions (collectively, the “Commissions”), certain personal information pertaining to the Subscriber, including
    the Subscriber’s full name, residential address and telephone number, the number of Shares or other securities of the Issuer
    owned by the Subscriber, the number of Shares purchased by the Subscriber, the total Subscription Amount paid for the Shares, the
    prospectus exemption relied on by the Issuer and the date of distribution of the Shares;
	 	 	 
	 	(b)	such
    information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws; and
	 	 	 
	 	(c)	such
    information is being collected for the purposes of the administration and enforcement of applicable securities laws.


 


	15.	Costs


 


15.1
The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of
any special counsel retained by the Subscriber) relating to the purchase of the Shares will be borne by the Subscriber. Notwithstanding,
the Parties agree that the Escrow Agent ́s fee will be paid by the Issuer.


 


	16.	Governing
    Law


 


16.1
This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each beneficial or undisclosed purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia.


 


	17.	Survival


 


17.1
This Agreement, including, without limitation, the representations, warranties and covenants contained herein, will survive and continue
in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the purchase of the Securities
by the Subscriber.


 


	18.	Assignment


 


18.1
This Agreement is not transferable or assignable.


 




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	19.	Severability


 


19.1
The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability
of the remaining provisions of this Agreement.


 


	20.	Entire
    Agreement


 


20.1
Except as expressly provided in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated
or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there
are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law,
by the Issuer or by anyone else.


 


	21.	Notices


 


21.1
All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication, including email or other means of electronic communication capable of producing a printed
copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of this Agreement and notices to
the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.


 


	22.	Beneficial
    Subscribers


 


22.1
Whether or not explicitly stated in this Agreement, any acknowledgement, representation, warranty, covenant or agreement made by the
Subscriber in this Agreement, including the exhibits hereto, will be treated as if made by the Disclosed Principal, if any.


 


	23.	Execution
    of Subscription Agreement


 


23.1
The Issuer and the Issuer’s Counsel will be entitled to rely on delivery by email or other means of electronic communication capable
of producing a printed copy of an executed copy of this Agreement, and acceptance by the Issuer of such email or other form of electronic
copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms
hereof. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s Counsel prior to or at the Closing,
the Issuer and the Issuer’s Counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions,
unaltered, of the pages not delivered prior to or at the Closing.


 


	24.	Counterparts
    and Electronic Means


 


24.1
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will constitute an original,
and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by email transmission or other
means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as
of the Closing Date.


 


	25.	Exhibits


 


25.1
The exhibits attached hereto form part of this Agreement.


 


	26.	Indemnity


 


26.1
Each Party will indemnify and hold harmless the other Party and the other Party ́s Counsel, where applicable, the other Party ́s
directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing
or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or
based upon any representation or warranty of the Party contained in this Agreement, the Questionnaires, as applicable, or in any document
furnished by the one Party to the other Party in connection herewith being untrue in any material respect, or any breach or failure by
a Party to comply with any covenant or agreement made by one Party to the other Party in connection therewith.


 




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