Exhibit
4.11 


 




This document is an unofficial consolidation of all amendments to National Policy 46-201F1 Escrow Agreement, effective as of November
17, 2015. This document is for reference purposes only. The unofficial consolidation of the Instrument is not an official statement of
the law. 








 


This
is the form of agreement for escrow arrangements under National Policy 46-201 Escrow for Initial Public Offerings.


 


Form
46-201F1


Escrow
Agreement


 






    	 



     


    

 


Table of Contents


 


	PART	 	TITLE	 
	 	 	 	 
	PART
    1	 	ESCROW	1
	 	 	1.1	Appointment
    of Escrow Agent	1
	 	 	1.2	Deposit
    of Escrow Securities in Escrow	1
	 	 	1.3	Direction
    to Escrow Agent	2
	 	 	 	 	 
	PART
    2	 	RELEASE
    OF ESCROW SECURITIES	2
	 	 	2.1	Release
    Schedule for an Established Issuer	2
	 	 	2.2	Release
    Schedule for an Emerging Issuer	3
	 	 	2.3	Delivery
    of Share Certificates for Escrow Securities	3
	 	 	2.4	Replacement
    Certificates	3
	 	 	2.5	Release
    upon Death	4
	 	 	 	 	 
	PART
    3	 	EARLY
    RELEASE ON CHANGE OF ISSUER STATUS	4
	 	 	3.1	Becoming
    an Established Issuer	4
	 	 	3.2	Release
    of Escrow Securities	4
	 	 	3.3	Filing
    Requirements	5
	 	 	3.4	Amendment
    of Release Schedule	5
	 	 	 	 	 
	PART
    4	 	DEALING
    WITH ESCROW SECURITIES	5
	 	 	4.1	Restriction
    on Transfer, etc.	5
	 	 	4.2	Pledge,
    Mortgage or Charge as Collateral for a Loan	6
	 	 	4.3	Voting
    of Escrow Securities	6
	 	 	4.4	Dividends
    on Escrow Securities	6
	 	 	4.5	Exercise
    of Other Rights Attaching to Escrow Securities	6
	 	 	 	 	 
	PART
    5	 	PERMITTED
    TRANSFERS WITHIN ESCROW	6
	 	 	5.1	Transfer
    to Directors and Senior Officers	6
	 	 	5.2	Transfer
    to Other Principals	7
	 	 	5.3	Transfer
    upon Bankruptcy	7
	 	 	5.4	Transfer
    upon Realization of Pledged, Mortgaged or Charged Escrow Securities	8
	 	 	5.5	Transfer
    to Certain Plans and Funds	8
	 	 	5.6	Effect
    of Transfer Within Escrow	9
	 	 	 	 	 
	PART
    6	 	BUSINESS
    COMBINATIONS	9
	 	 	6.1	Business
    Combinations	9
	 	 	6.2	Delivery
    to Escrow Agent	10
	 	 	6.3	Delivery
    to Depositary	10
	 	 	6.4	Release
    of Escrow Securities to Depositary	10


 




    	 



     


    

  


	 	6.5	Escrow
    of New Securities	10
	 	6.6	Release
    from Escrow of New Securities	11
	 	 	 	 
	PART
    7	RESIGNATION
    OF ESCROW AGENT	11
	 	7.1	Resignation
    of Escrow Agent	11
	 	 	 	 
	PART
    8	OTHER
    CONTRACTUAL ARRANGEMENTS	12
	 	 	 
	PART
    9	NOTICES	14
	 	9.1	Notice
    to Escrow Agent	14
	 	9.2	Notice
    to Issuer	15
	 	9.3	Deliveries
    to Securityholders	15
	 	9.4	Change
    of Address	15
	 	9.5	Postal
    Interruption	15
	 	 	 	 
	PART
    10	GENERAL	15
	 	10.1	Interpretation
    – “holding securities”	15
	 	10.2	Further
    Assurances	15
	 	10.3	Time	16
	 	10.4	Incomplete
    IPO	16
	 	10.5	Jurisdiction	16
	 	10.6	Consent
    of Securities Regulators to Amendment	16
	 	10.7	Governing
    Laws	16
	 	10.8	Counterparts	16
	 	10.9	Singular
    and Plural	16
	 	10.10	Language	16
	 	10.11	Benefit
    and Binding Effect	16
	 	10.12	Entire
    Agreement	16
	 	10.13	Successor
    to Escrow Agent	17
	 	 	 	 
	Schedule
    “A”	 	19
	Schedule
    “B”	 	20


 




    	 



     


    

 


ESCROW
AGREEMENT


 


THIS
AGREEMENT is made as of the 29th__ day of March, 2021


 


AMONG:


 


BYND
CANNASOFT ENTERPRISES INC.


 


(the
“Issuer”)


 


AND:


 


COMPUTERSHARE
INVESTOR SERVICES INC.


 


(the
“Escrow Agent”)


 


AND:


 


EACH
OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER


(a
“Securityholder” or “you”)


 


(collectively,
the “Parties”)


 


This
Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy)
in connection with the proposed distribution (the IPO), by the Issuer, an emerging issuer, of common shares by prospectus.


 


For
good and valuable consideration, the Parties agree as follows:


 


	PART 1	 ESCROW




 


	1.1	Appointment
                                            of Escrow Agent



 


The
Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment.


 


	1.2	Deposit
                                            of Escrow Securities in Escrow



 


(1)
You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent
to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates
or other evidence of these securities which you have or which you may later receive.


 


(2)
If you receive any other securities (additional escrow securities):


 


		(a)	as
                                            a dividend or other distribution on escrow securities;



 


		(b)	on
                                            the exercise of a right of purchase, conversion or exchange attaching to escrow securities,
                                            including securities received on conversion of special warrants;



 




    	1



     


    

 


		(c)	on
                                            a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or



 


		(d)	from
                                            a successor issuer in a business combination, if Part 6 of this Agreement applies,



 


you
will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates
or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional
escrow securities.


 


(3)
You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities
issued to you.


 


	1.3	Direction
                                            to Escrow Agent



 


The
Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under
this Agreement.


 


	PART
  2	RELEASE OF ESCROW SECURITIES




 


	2.1	Release
                                            Schedule for an Established Issuer



 


	2.1.1	Usual
                                            case



 


If
the Issuer is an established issuer (as defined in section 3.3 of the Policy), your escrow securities will be released as follows:


 


	On
________, 2 ___, the date the Issuer’s securities are listed on a Canadian exchange (the listing date)
	 	1/4
    of your escrow securities
	6
    months after the listing date	 	1/3
    of your remaining escrow securities
	12
    months after the listing date	 	1/2
    of your remaining escrow securities
	18
    months after the listing date	 	your
    remaining escrow securities


 


*In
the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then
the release schedule outlined above results in the escrow securities being released in equal tranches of 25%.


 


	2.1.2	Alternate
                                            meaning of “listing date”



 


If
the Issuer is an established issuer, an alternate meaning for listing date is the date the Issuer completes its IPO if the Issuer’s
securities are listed on a Canadian exchange immediately before its IPO.


 


	2.1.3	Intentionally
                                            Deleted



 


	2.1.4	Additional
                                            escrow securities



 


If
you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number
of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule
in the tables above.


 




    	2



     


    

 


	2.2	Release
                                            Schedule for an Emerging Issuer



 


	2.2.1	Usual
                                            case



 


If
the Issuer is an emerging issuer (as defined in section 3.3 of the Policy), your escrow securities will be released as follows:


 


	On
________, 2 ___, the date the Issuer’s securities are listed on a Canadian exchange (the listing date)
	 	1/10
    of your escrow securities
	6
    months after the listing date	 	1/6
    of your remaining escrow securities
	12
    months after the listing date	 	1/5
    of your remaining escrow securities
	18
    months after the listing date	 	1/4
    of your remaining escrow securities
	24
    months after the listing date	 	1/3
    of your remaining escrow securities
	30
    months after the listing date	 	1/2
    of your remaining escrow securities
	36
    months after the listing date	 	your
    remaining escrow securities


 


*In
the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release
schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the
listing date.


 


	2.2.2	Alternate
                                            meaning of “listing date”



 


If
the Issuer is an emerging issuer, an alternate meaning for listing date is the date the Issuer completes its IPO if:


 


		(a)	the
                                            Issuer’s securities are not listed on a Canadian exchange immediately after its IPO;
                                            or



 


		(b)	the
                                            Issuer’s securities are listed on a Canadian exchange immediately before its IPO.



 


	2.2.3	Intentionally
                                            Deleted



 


	2.2.4	Additional
                                            escrow securities



 


If
you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number
of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule
in the tables above.


 


	2.3	Delivery
                                            of Share Certificates for Escrow Securities



 


The
Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities
in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.


 


	2.4	Replacement
                                            Certificates



 


If,
on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence
representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to
the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share
certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share
certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement
share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.


 




    	3



     


    

 


	2.5	Release
                                            upon Death



 


(1)
If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver
any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the
Securityholder’s legal representative.


 


 (2) Prior to delivery the Escrow Agent must receive:




 


		(a)	a
                                            certified copy of the death certificate; and



 


		(b)	any
                                            evidence of the legal representative’s status that the Escrow Agent may reasonably
                                            require.



 


	PART
  3	EARLY RELEASE ON CHANGE OF ISSUER STATUS




 


	3.1	Becoming
                                            an Established Issuer



 


If
the Issuer is an emerging issuer on the date of this Agreement and, during this Agreement, the Issuer:


 


		(a)	lists
                                            its securities on the Toronto Stock Exchange Inc. or Aequitas NEO Exchange Inc.;



 


		(b)	becomes
                                            a TSX Venture Exchange Inc. (TSX Venture) Tier 1 issuer; or



 


		(c)	lists
                                            or quotes its securities on an exchange or market outside Canada that its “principal
                                            regulator” under National Policy 43-201 Mutual Reliance Review System for Prospectuses
                                            and Annual Information Forms (in Quebec under Staff Notice, Mutual Reliance Review
                                            System for Prospectuses and Annual Information Forms) or, if the Issuer has only filed
                                            its IPO prospectus in one jurisdiction, the securities regulator in that jurisdiction, is
                                            satisfied has minimum listing requirements at least equal to those of TSX Venture Tier 1,



 


then
the Issuer becomes an established issuer.


 


	3.2	Release
                                            of Escrow Securities



 


(1)
When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes.


 


(2)
If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow securities will be released
immediately.


 


(3)
If an emerging issuer becomes an established issuer within 18 months after its listing date, all escrow securities that would have
been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining
escrow securities will be released in equal installments on the day that is 6 months, 12 months and 18 months after the listing
date.


 




    	4



     


    

 


	3.3	Filing
                                            Requirements



 


Escrow
securities will not be released under this Part until the Issuer does the following:


 


		(a)	at
                                            least 20 days before the date of the first release of escrow securities under the new release
                                            schedule, files with the securities regulators in the jurisdictions in which it is a reporting
                                            issuer



 


		(i)	a
                                            certificate signed by a director or officer of the Issuer authorized to sign stating:



 


		(A)	that
                                            the Issuer has become an established issuer by satisfying one of the conditions in section
                                            3.1 and specifying the condition, and



 


		(B)	the
                                            number of escrow securities to be released on the first release date under the new release
                                            schedule, and



 


		(ii)	a
                                            copy of a letter or other evidence from the exchange or quotation service confirming that
                                            the Issuer has satisfied the condition to become an established issuer; and



 


		(b)	at
                                            least 10 days before the date of the first release of escrow securities under the new release
                                            schedule, issues and files with the securities regulators in the jurisdictions in which it
                                            is a reporting issuer a news release disclosing details of the first release of the escrow
                                            securities and the change in the release schedule, and sends a copy of such filing to the
                                            Escrow Agent.



 


	3.4	Amendment
                                            of Release Schedule



 


The
new release schedule will apply 10 days after the Escrow Agent receives a certificate signed by a director or officer of the Issuer authorized
to sign:


 


		(a)	stating
                                            that the Issuer has become an established issuer by satisfying one of the conditions in section
                                            3.1 and specifying the condition;



 


		(b)	stating
                                            that the release schedule for the Issuer’s escrow securities has changed;



 


		(c)	stating
                                            that the Issuer has issued a news release at least 10 days before the first release date
                                            under the new release schedule and specifying the date that the news release was issued;
                                            and



 


		(d)	specifying
                                            the new release schedule.



 


	PART
  4	DEALING WITH ESCROW SECURITIES




 


	4.1	Restriction
                                            on Transfer, etc.



 


Unless
it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning,
or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities.
If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer,
the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure
of the principals to the risks of holding escrow securities.


 




    	5



     


    

 


	4.2	Pledge,
                                            Mortgage or Charge as Collateral for a Loan



 


You
may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities
or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial
institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes
on the escrow securities to satisfy the loan.


 


	4.3	Voting
                                            of Escrow Securities



 


You
may exercise any voting rights attached to your escrow securities.


 


	4.4	Dividends
                                            on Escrow Securities



 


You
may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered
by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow
securities, the Escrow Agent will pay the dividend or other distribution to you on receipt.


 


	4.5	Exercise
                                            of Other Rights Attaching to Escrow Securities



 


You
may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.


 


	PART
  5	PERMITTED TRANSFERS WITHIN ESCROW




 


	5.1	Transfer
                                            to Directors and Senior Officers



 


(1)
You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the
Issuer or any of its material operating subsidiaries, if


the
Issuer’s board of directors has approved the transfer.


 


(2)
Prior to the transfer the Escrow Agent must receive:


 


		(a)	a
                                            certified copy of the resolution of the board of directors of the Issuer approving the transfer;



 


		(b)	a
                                            certificate signed by a director or officer of the Issuer authorized to sign, stating that
                                            the transfer is to a director or senior officer of the Issuer or a material operating subsidiary
                                            and that any required approval from the Canadian exchange the Issuer is listed on has been
                                            received;



 


		(c)	an
                                            acknowledgment in the form of Schedule “B” signed by the transferee;



 


		(d)	copies
                                            of the letters sent to the securities regulators described in subsection (3) accompanying
                                            the acknowledgement; and



 


		(e)	a
                                            transfer power of attorney, completed and executed by the transferor in accordance with the
                                            requirements of the Issuer’s transfer agent.



 


(3)
At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions
in which it is a reporting issuer.


 




    	6



     


    

 


	5.2	Transfer
                                            to Other Principals



 


(1) You may transfer escrow securities within escrow:




 


		(a)	to
                                            a person or company that before the proposed transfer holds more than 20% of the voting rights
                                            attached to the Issuer’s outstanding securities; or



 


		(b)	to
                                            a person or company that after the proposed transfer:



 


		(i)	will
                                            hold more than 10% of the voting rights attached to the Issuer’s outstanding securities,
                                            and



 


		(ii)	has
                                            the right to elect or appoint one or more directors or senior officers of the Issuer or any
                                            of its material operating subsidiaries.



 


(2) Prior to the transfer the Escrow Agent must receive:




 


		(a)	a
                                            certificate signed by a director or officer of the Issuer authorized to sign stating that:



 


		(i)	the
                                            transfer is to a person or company that the officer believes, after reasonable investigation,
                                            holds more than 20% of the voting rights attached to the Issuer’s outstanding securities
                                            before the proposed transfer, or



 


		(ii)	the
                                            transfer is to a person or company that:



 


		(A)	the
                                            officer believes, after reasonable investigation, will hold more than 10% of the voting rights
                                            attached to the Issuer’s outstanding securities, and



 


		(B)	has
                                            the right to elect or appoint one or more directors or senior officers of the Issuer or any
                                            of its material operating subsidiaries



 


after
the proposed transfer, and


 


		(iii)	any
                                            required approval from the Canadian exchange the Issuer is listed on has been received;



 


		(b)	an
                                            acknowledgment in the form of Schedule “B” signed by the transferee;



 


		(c)	copies
                                            of the letters sent to the securities regulators accompanying the acknowledgement; and



 


		(d)	a
                                            transfer power of attorney, executed by the transferor in accordance with the requirements
                                            of the Issuer’s transfer agent.



 


(3)
At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions
in which it is a reporting issuer.


 


	5.3	Transfer
                                            upon Bankruptcy



 


(1)
You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities
on bankruptcy.


 




    	7



     


    

 


 (2) Prior to the transfer, the Escrow Agent must receive:




 


		(a)	a
                                            certified copy of either:



 


		(i)	the
                                            assignment in bankruptcy filed with the Superintendent of Bankruptcy, or



 


		(ii)	the
                                            receiving order adjudging the Securityholder bankrupt;



 


		(b)	a
                                            certified copy of a certificate of appointment of the trustee in bankruptcy;



 


		(c)	a
                                            transfer power of attorney, completed and executed by the transferor in accordance with the
                                            requirements of the Issuer’s transfer agent; and



 


		(d)	an
                                            acknowledgment in the form of Schedule “B” signed by:



 


		(i)	the
                                            trustee in bankruptcy, or



 


		(ii)	on
                                            direction from the trustee, with evidence of that direction attached to the acknowledgment
                                            form, another person or company legally entitled to the escrow securities.



 


(3)
Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities
regulators in the jurisdictions in which the Issuer is a reporting issuer.


 


	5.4	Transfer
                                            Upon Realization of Pledged, Mortgaged or Charged Escrow Securities



 


(1)
You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section
4.2 to that financial institution as collateral for a loan on realization of the loan.


 


(2)
Prior to the transfer the Escrow Agent must receive:


 


		(a)	a
                                            statutory declaration of an officer of the financial institution that the financial institution
                                            is legally entitled to the escrow securities;



 


		(b)	a
                                            transfer power of attorney, executed by the transferor in accordance with the requirements
                                            of the Issuer’s transfer agent; and



 


		(c)	an
                                            acknowledgement in the form of Schedule “B” signed by the financial institution.



 


(3)
Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities
regulators in the jurisdictions in which the Issuer is a reporting issuer.


 


	5.5	Transfer
                                            to Certain Plans and Funds



 


(1)
You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income
fund (RRIF) or other similar registered plan or fund with a trustee, where the annuitant of the RRSP or RRIF, or the beneficiaries of
the other registered plan or fund are limited to you and your spouse, children and parents, or, if you are the trustee of such a registered
plan or fund, to the annuitant of the RRSP or RRIF, or a beneficiary of the other registered plan or fund, as applicable, or his or her
spouse, children and parents.


 






    	8



     


    

 


(2)
Prior to the transfer the Escrow Agent must receive:


 


	 	(a)	evidence
    from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge,
    the annuitant of the RRSP or RRIF, or the beneficiaries of the other registered plan or fund do not include any person or company
    other than you and your spouse, children and parents;
	 	 	 
	 	(b)	a
    transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent;
    and
	 	 	 
	 	(c)	an
    acknowledgement in the form of Schedule “B” signed by the trustee of the plan or fund.


 


(3)
Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities
regulators in the jurisdictions in which the Issuer is a reporting issuer.


 


	5.6	Effect
                                            of Transfer Within Escrow



 


After
the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement
as if no transfer has occurred on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates
or other evidence of the escrow securities to transferees under this Part 5.


 


	PART
  6	BUSINESS COMBINATIONS




 


	6.1	Business
                                            Combinations



 


This
Part applies to the following (business combinations):


 


	 	(a)	a
    formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in a change of control
    of the Issuer;
	 	 	 
	 	(b)	a
    formal issuer bid for all outstanding equity securities of the Issuer;
	 	 	 
	 	(c)	a
    statutory arrangement;
	 	 	 
	 	(d)	an
    amalgamation;
	 	 	 
	 	(e)	a
    merger; or
	 	 	 
	 	(f)	a
    reorganization that has an effect similar to an amalgamation or merger.


 




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	6.2	Delivery
                                            to Escrow Agent



 


You
may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the
escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:


 


	 	(a)	a
    written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share
    certificates or other  evidence of the escrow securities and a completed and executed cover letter or similar document and,
    where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the depositary,
    and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination;
    and
	 	 	 
	 	(b)	any
    other information concerning the business combination as the Escrow Agent may reasonably request.


 


	6.3	Delivery
                                            to Depositary



 


As
soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and
information required under section 6.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share
certificates or other evidence of the escrow securities, and a letter addressed to the depositary that


 


	 	(a)	identifies
    the escrow securities that are being tendered;
	 	 	 
	 	(b)	states
    that the escrow securities are held in escrow;
	 	 	 
	 	(c)	states
    that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow
    only after the Escrow Agent receives the information described in section 6.4;
	 	 	 
	 	(d)	if
    any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary
    to return to the Escrow Agent, as soon as practicable, any share certificates or other evidence of escrow securities that are not
    released from escrow into the business combination; and
	 	 	 
	 	(e)	where
    applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, any share certificates
    or other evidence of additional escrow securities that you acquire under the business combination.


 


	6.4	Release
                                            of Escrow Securities to Depositary



 


The
Escrow Agent will release from escrow the tendered escrow securities when the Escrow Agent receives a declaration signed by the depositary
or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination,
by that other person or company, that:


 


	 	(a)	the
    terms and conditions of the business combination have been met or waived; and
	 	 	 
	 	(b)	the
    escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for
    under the business combination.


 


	6.5	Escrow
                                            of New Securities



 


If
you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the
new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business
combination:


 


	 	(a)	the
    successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy);



 






    	10



     


    

 


	 	(b)	you
    are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and
	 	 	 
	 	(c)	you
    hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage,
    include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities
    outstanding.)


 


	6.6	Release
                                            from Escrow of New Securities



 


(1) As soon as reasonably practicable after the Escrow Agent receives:




 


	 	(a)	a
    certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign:
	 	 	 	 
	 	 	(i)	stating
    that it is a successor issuer to the Issuer as a result of a business combination and whether it is an emerging issuer or an established
    issuer under the Policy, and
	 	 	 	 
	 	 	(ii)	listing
    the Securityholders whose new securities are subject to escrow under section 6.5,


 


the
escrow securities of the Securityholders whose new securities are not subject to escrow under section 6.5 will be released, and the Escrow
Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance
with section 2.3.


 


(2)
If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow
on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged.


 


 (3) If the Issuer is:




 


	 	(a)	an
    emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer’s
    listing date, all escrow securities will be released immediately; and
	 	 	 
	 	(b)	an
    emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer’s
    listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing
    date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months,
    12 months and 18 months after the Issuer’s listing date.


 


	PART
  7	RESIGNATION OF ESCROW AGENT




 


	7.1	Resignation of Escrow Agent




 


(1)
If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer.


 




    	11



     


    

 


(2)
If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent.


 


(3)
If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later
than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction
in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders.


 


(4)
The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement,
on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable,
or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided
that the resignation or termination date will not be less than 10 business days before a release date.


 


(5)
If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will
apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties
and responsibilities of the Escrow Agent will cease immediately upon such appointment.


 


(6)
On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations
as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow
Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay
over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor
Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.


 


(7)
If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must
not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement
with the securities regulators with jurisdiction over this Agreement and the escrow securities.


 


	PART
  8	OTHER CONTRACTUAL ARRANGEMENTS




 


	8.1	Escrow
                                            Agent Not a Trustee



 


The
Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other
evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and
the Escrow Agent shall owe no duties hereunder as a trustee.


 


	8.2	Escrow
                                            Agent Not Responsible for Genuineness



 


The
Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any
escrow security deposited with it.


 


	8.3	Escrow
                                            Agent Not Responsible for Furnished Information



 


The
Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information
or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to
a release from escrow or a transfer of escrow securities within escrow under this Agreement.


 




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	8.4	Escrow
                                            Agent Not Responsible after Release



 


The
Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s
direction according to this Agreement.


 


	8.5	Indemnification
                                            of Escrow Agent



 


The
Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow Agent, its affiliates, and
their current and former directors, officers, employees and agents from and against any and all claims, demands, losses, penalties, costs,
expenses, fees and liabilities, including, without limitation, legal fees and expenses, directly or indirectly arising out of, in connection
with, or in respect of, this Agreement, except where same result directly and principally from gross negligence, wilful misconduct or
bad faith on the part of the Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination
of the Escrow Agent and the termination of this Agreement.


 


	8.6	Additional
                                            Provisions



 


(1)
The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation,
request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”)
furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any
such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.


 


(2)
The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination
or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the securities regulators
with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected,
unless it has given its prior written consent.


 


(3)
The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging
its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow
Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer
will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors.


 


(4)
In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse
to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court
of competent jurisdiction.


 


(5)
The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility
under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent
is not a party.


 


(6)
The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable
documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent
judgment.


 




    	13



     


    

 


(7)
The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities
in electronic, or uncertificated form only, pending release of such securities from escrow.


 


(8)
The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other
evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.


 


(9)
Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its
transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without
further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and
assigns.


 


	8.7	Limitation
                                            of Liability of Escrow Agent



 


The
Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection
with this Agreement, except for losses directly, principally and immediately caused by its bad faith, wilful misconduct or gross negligence.
Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or
punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing
or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this
Agreement to any one or more Parties, except for losses directly caused by its bad faith or wilful misconduct, exceed the amount of its
annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.


 


	8.8	Remuneration
                                            of Escrow Agent



 


The
Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees are subject to revision from
time to time on 30 days’ written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount
due under this section and unpaid 30 days after request for such payment, will bear interest from the expiration of such period at a
rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand.


 


	PART
  9	NOTICES




 


	9.1	Notice
                                            to Escrow Agent



 


Documents
will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered
by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date
of mailing, if delivered by mail, to the following:


 


Computershare
Investor Services Inc. 


510
Burrard Street, 3rd Floor


Vancouver,
B.C. V6C 3B9


Attn:
General Manager EIS


Fax:
604-661-9401


 




    	14



     


    

 


	9.2	Notice
                                            to Issuer



 


Documents
will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by
fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date
of mailing, if delivered by mail, to the following:


 


BYND
Cannasoft Enterprises Inc.


c/o
Devry Smith Frank LLP


95
Barber Green Road, Suite 100 Toronto, ON M3C 3E9


Attn:
Dan Rothberg Fax: 416-446-5832


 


	9.3	Deliveries
                                            to Securityholders



 


Documents
will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or
5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register.


 


Any
share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address
on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business
days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each Securityholder’s
address as listed on the Issuer’s share register.


 


	9.4	Change
                                            of Address



 


(1)
The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder.


 


(2)
The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder.


 


(3)
A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer
and to the Escrow Agent.


 


	9.5	Postal
                                            Interruption



 


A
Party to this Agreement will not mail a document it is required to mail under this Agreement if the Party is aware of an actual or impending
disruption of postal service.


 


	PART 10	GENERAL




 


	10.1	Interpretation
                                            - “holding securities”



 


When
this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect
beneficial ownership of, or control or direction over, the securities.


 


	10.2	Further
                                            Assurances



 


The
Parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this
Agreement which are necessary to carry out the intent of this Agreement.


 




    	15



     


    

 


	10.3	Time



 


Time
is of the essence of this Agreement.


 


	10.4	Incomplete
                                            IPO



 


If
the Issuer does not complete its IPO and has become a reporting issuer in one or more jurisdictions because it has obtained a receipt
for its IPO prospectus, this Agreement will remain in effect until the securities regulators in those jurisdictions order that the Issuer
has ceased to be a reporting issuer.


 


	10.5	Governing
                                            Laws



 


The
laws of British Columbia (the “Principal Regulator”) and the applicable laws of Canada will govern this Agreement.


 


	10.6	Jurisdiction



 


The
securities regulator in each jurisdiction where the Issuer files its IPO prospectus has jurisdiction over this Agreement and the escrow
securities.


 


	10.7	Consent
                                            of Securities Regulators to Amendment



 


Except
for amendments made under Part 3, the securities regulators with jurisdiction must approve any amendment to this Agreement and will apply
mutual reliance principles in reviewing any amendments that are filed with them. Therefore, the consent of the Principal Regulator will
evidence the consent of all securities regulators with jurisdiction.


 


	10.8	Counterparts



 


The
Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be
one agreement.


 


	10.9	Singular
                                            and Plural



 


Wherever
a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required
by the context.


 


	10.10	Language



 


This
Agreement has been drawn up in the English language at the request of all Parties. Cette convention a été rédigé
en anglais à la demande de toutes les Parties.


 


	10.11	Benefit
                                            and Binding Effect



 


This
Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons
claiming through them as if they had been a Party to this Agreement.


 


	10.12	Entire
                                            Agreement



 


This
is the entire agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings
and agreements.


 




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	10.13	Successor
                                            to Escrow Agent



 


Any
corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of
the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or
any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or
if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction.


 


The
Parties have executed and delivered this Agreement as of the date set out above.


 


	COMPUTERSHARE INVESTOR SERVICES INC.	 
	 	 	 
		 
	Authorized
    signatory	Alex
    Cheung, Relationship Manager	 
	 	 	 
		 
	Authorized
    signatory	Christian
    Carvacho, Manager EIS	 
	 	 	 
	BYND CANNASOFT ENTERPRISES INC.	 
	 	 	 
		 
	Marcel (Moti) Maram, CEO	 
	 	 	 
		 
	Avner
    Tal, CTO	 	 


 




    	17



     


    

 


If
the Securityholder is not an individual:


 


1B1
TRUST MANAGEMENT


 


		 
	Authorized
    signatory	 


 




    	18



     


    

 


Schedule
“A” to Escrow Agreement


 


Securityholder


 


Name:
IBI TRUST MANAGEMENT


 


Securities:


 


	Class
    or description	 	Number	 	Certificate(s)
    (if applicable)
	Common
    Shares	 	16,367,430	 	n/a


 




    	19



     


    

 


Schedule
“B” to Escrow Agreement


 


Acknowledgment
and Agreement to be Bound


 


I
acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or
will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _________________________
(the “Escrow Agreement”).


 


For
other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were
an original signatory to the Escrow Agreement.


 


Dated
at _________________________on ____________________.


 


Where the transferee is an individual:


 


	Signed,
    sealed and delivered by	)	 
	[Transferee]
    in the presence of:	)	 
	 	)	 
	 	)	 
	Signature
    of Witness	)	 
	 	)	 
	 	)	[Transferee]
	 	)	 
	Name
    of Witness	)	 
	 	)	 


 


Where
the transferee is not an individual:


 


	[Transferee]	 
	 	 
	 	 
	Authorized
    signatory	 
	 	 
	 	 
	Authorized
    signatory	 


 




    	20