Exhibit
4.4


 


Consulting
Agreement


 


This
Agreement is made and entered into as of the 29th
day of June, 2021 (the “Effective Date”) by and between BYND Cannasoft
Enterprises Inc., (the “Company”), and Yftah Ben Yaackov
(the “Consultant”).


 


Recital


 


The
Company desires to engage individuals with business and technical expertise to serve as consultants to the Company. The Consultant has
the requisite expertise and is willing to serve as a consultant to the Company. Therefore, the Company and the Consultant desire to enter
into this Agreement.


 


Agreement


 


In
consideration of the foregoing and the mutual promises and covenants contained in this Agreement, the Company and the Consultant agree
to the following:


 


1.
Engagement of Services; Compensation.


 


	 	1.1	The
    Company hereby appoints the Consultant as a consultant. The Consultant, pursuant to the provisions of this Agreement, agrees to serve
    as a consultant to the Company. Such services will include services related to the construction of the Company’s proposed medical
    cannabis farm together with such other financial, strategic or other advice as the parties may mutually agree (all the foregoing
    shall collectively be referred to herein as the “Services”). The Consultant will perform the Services for
    the Company in good faith and to the best of the Consultant’s ability.
	 	 	 
	 	1.2	In
    consideration of the foregoing Services, the Company will pay the Consultant a consulting fee of $18,400 per month.


 


2.
No Conflicting Obligation; Publication.


 


	 	2.1	The
    Consultant hereby certifies that the Consultant’s performance of all of the terms of this Agreement and the Services will not
    breach or conflict with any agreement to keep the proprietary information of another entity in confidence.
	 	 	 
	 	2.2	The
    Consultant certifies that the Consultant has not and will not enter into any agreement either written or oral, in conflict with this
    Agreement. Absent a conflict of interest, the Consultant is free to provide services to any other entity during the performance of
    this Agreement.
	 	 	 
	 	2.3	Upon
    learning that the Company is considering entering into a contract or transaction with an enterprise in which the Consultant has a
    direct or indirect interest, whether individually or as a director, officer, employee, agent or equity owner thereof, the Consultant
    shall immediately notify the Company of the material facts of his interest in such enterprise. Such notice shall be in writing and
    given to the Company at the address set forth below unless the Consultant first learns of such contract or transaction at a meeting
    of the Board or with members of management, in which case such notice shall be given orally at such meeting to all members present.


 




    	 



    	 



    

 


3.
Independent Contractor.


 


The
Company and the Consultant agree that the Consultant is an independent contractor and not an agent or employee of the Company. The Company
will not make deductions from the Consultant’s fees for taxes; therefore, the payment of any taxes related to the Consultant’s
provision of Services under this Agreement shall be the sole responsibility of the Consultant.


 


4.
Term And Termination.


 


Unless
earlier terminated by the parties, the term of this Agreement shall commence on the Effective Date and shall terminate at the end of
ten (10) months, subject to renewal upon the mutual written consent of both parties.


 


5.
Effect Of Termination.


 


Upon
the expiration or termination of this Agreement, each party shall be released from all obligations and liabilities to the other occurring
or arising after the date of such expiration or termination, except that expiration or termination of this Agreement shall not relieve
the Consultant from any liability arising from any breach of this Agreement.


 


6.
Compliance with Securities Laws


 


The
Consultant acknowledges and understands that the purchase and sale of securities on the basis of material nonpublic information, commonly
referred to as “inside information”, or the selective disclosure of inside information to others who may trade, is prohibited
by law. The Consultant agrees to comply with all applicable securities laws and regulations and without limitation, the Consultant will
not use any inside information gained through the Consultant’s relationship with the Company to trade in the securities of the
Company or any other company to which the inside information may apply.


 


7.
Assignment.


 


The
rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, assigns, heirs, executors
and administrators, as the case may be; provided that the Consultant may not assign or delegate the Consultant’s obligations
under this Agreement either in whole or in part without the prior written consent of the Company.


 


8.
Governing Law; Severability.


 


This
Agreement shall be governed by the laws of the Province of British Columbia. If one or more of the provisions in this Agreement are deemed
unenforceable by law, then such provision will be deemed stricken from this Agreement and the remaining provisions will continue in full
force and effect.


 




    	 



    	 



    

 


9.
Complete Understanding; Modification.


 


This
Agreement constitutes the final, exclusive and complete understanding and agreement of the parties hereto and supersedes all prior understandings
and agreements. This Agreement is entered into without reliance upon any representation, whether oral or written, not stated herein.
Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by a Company
officer.


 


10.
Notices.


 


Any
notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address
as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or sent by
certified or registered mail, three days after the date of mailing.


 


Witness
Whereof, the parties hereto have executed this Consultant
Agreement as of the Effective Date.


 


	BYND
    Cannasoft Enterprises Inc.	 	 
	 	 	 	 
	per:
    	/s/Gabi
    Kabazo	 	/s/
    Yftah Ben Yaackov
	 	Gabi
    Kabazo, CFO	 	Yftah
    Ben Yaackov