Exhibit 4.1


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II)
SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


	Warrant
    to purchase 20,000,000 shares of Common Stock	May
    22, 2017


 


BESPOKE
EXTRACTS, INC.


 


Warrant
Agreement


 


Bespoke
Extracts, Inc., a Nevada corporation (the “Company”), certifies that, for value received, Marc Yahr, or his
successors or assigns (each person or entity holding all or a part of this Warrant being referred to as a “Holder”)
is the registered holder of this Warrant (the “Warrant”) to subscribe for the purchase of 20,000,000 shares
(the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”). The Warrant entitles the Holder to purchase from the Company at any time prior to the Expiration Date (as defined
below) the Warrant Shares for $0.0001 per Warrant Share (the “Exercise Price”), on the terms and conditions
hereinafter provided. The Exercise Price and the number of Warrant Shares purchasable upon exercise hereof are subject to adjustment
as provided herein.


 


1.       Expiration
Date; Vesting; Exercise


 


1.1       
Expiration Date. The Warrant shall expire at 5:30 pm New York time on May 21, 2018 (the “Expiration Date”).


 


1.2       Vesting.
This Warrant shall be exercisable immediately; provided, however, that the Warrant Shares, once issued to the Holder, shall
be returned to the Company for cancellation as follows:


 


1.2.1       The
Holder shall return 100% of the Warrant Shares to the Company if the Holder does not serve as Chief Executive Officer of the Company
pursuant to the terms and conditions of that certain Employment Agreement by and between the Company and the Holder dated as of
the same date hereof (the “Employment Agreement”) for a period of at least six (6) months;


 






    


    


    

 


1.2.2       The
Holder shall return 90% of the Warrant Shares to the Company if the Holder serves as Chief Executive Officer of the Company pursuant
to the terms and conditions of the Employment Agreement for a period of more than six (6) months but less than twelve (12) months;


 


1.2.3       The
Holder shall return 80% of the Warrant Shares to the Company if the Holder serves as Chief Executive Officer of the Company pursuant
to the terms and conditions of the Employment Agreement for a period of more than twelve (12) months but less than eighteen (18)
months;


 


1.2.4       The
Holder shall return 70% of the Warrant Shares to the Company if the Holder serves as Chief Executive Officer of the Company pursuant
to the terms and conditions of the Employment Agreement for a period of more than eighteen (18) months but less than twenty four
(24) months;


 


1.2.5       The
Holder shall return 60% of the Warrant Shares to the Company if the Holder serves as Chief Executive Officer of the Company pursuant
to the terms and conditions of the Employment Agreement for a period of more than twenty four (24) months but less than thirty
(30) months; and


 


1.2.6       The
Holder shall return 50% of the Warrant Shares to the Company if the Holder serves as Chief Executive Officer of the Company pursuant
to the terms and conditions of the Employment Agreement for a period of more than thirty (30) months but less than thirty six
(36) months; and


 


If
the Holder serves as Chief Executive Officer of the Company pursuant to the terms and conditions of the Employment Agreement for
a period of more than thirty six (36) months, the Holder shall be not required to return any of the Warrant Shares to the Company
pursuant to the provisions of this Section 1.2.


 


1.3       Manner
of Exercise. The Warrants are exercisable by delivery to the Company of the following (the “Exercise Documents”):
(a) this Warrant, (b) a written notice of election to exercise the Warrant as set forth on Exhibit A hereto; and
(c) payment of the Exercise Price in cash or by check. Within three (3) business days following receipt of the foregoing, the
Company shall execute and deliver to the Holder: (a) a certificate or certificates representing the aggregate number of Warrant
Shares purchased by the Holder, and (b) if less than all of the Warrant Shares evidenced by this Warrant are purchased, a new
warrant in form substantially identical hereto evidencing the right to purchase the remaining Warrant Shares not so acquired by
the Holder.


 


2.       Adjustments
of Exercise Price and Number and Kind of Warrant Shares


 


2.1       Stock
Dividends, Stock Splits, Combinations. In the event that the Company shall at any time hereafter (a) pay a dividend in Common
Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; (c) combine its outstanding
Common Stock into a smaller number of shares; then the number of Warrant Shares exercisable pursuant hereto immediately after
the occurrence of any such event shall be adjusted so that the Holder thereafter may receive the number of Warrant Shares it would
have owned immediately following such action if it had exercised the Warrant immediately prior to such action and the Exercise
Price shall be adjusted to reflect such proportionate increases or decreases in the number of shares.


 


2.2       Reclassifications.
In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 2.1 hereof or
a change which solely affects the par value of such shares) or in the case of any merger or consolidation or merger in which the
Company is not the continuing corporation and which results in any reclassification or capital reorganization of the outstanding
shares), the Holder shall have the right thereafter (until the Expiration Date) to receive upon the exercise hereof, for the same
aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities
or property receivable upon such reclassification, capital reorganization, merger or consolidation, by a Holder of the number
of shares of Common Stock obtainable upon the exercise of the Warrant immediately prior to such event; and if any reclassification
also results in a change in shares covered by Section 2.1, then such adjustment shall be made pursuant to both this Section 2.2
and Section 2.1 (without duplication). The provisions of this Section 2.2 shall similarly apply to successive reclassifications,
capital reorganizations and mergers or consolidations, sales or other transfers.


 






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3.       Certificate
as to Adjustments. In each case of any adjustment in the Exercise Price, or number or type of
shares issuable upon exercise of these Warrant, the Chief Financial Officer of the Company shall compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which
such adjustment is based, including a statement of the adjusted Exercise Price. The Company shall promptly send (by facsimile
and by either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder.


 


4.       Loss
or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the ownership
of and the loss, theft, destruction or mutilation of this Warrant, and of an indemnity reasonably satisfactory to it, and (in
the case of mutilation) upon surrender and cancellation of these Warrants, the Company will execute and deliver in lieu thereof
a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant.


 


5.       Representations
and Warranties of the Company. The Company hereby represents and warrants to Holder that:


 


5.1       Due
Authorization. All corporate action on the part of the Company necessary for the authorization, execution and delivery of
this Warrant has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance
with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and
similar laws affecting creditors’ rights generally and to general equitable principles.


 


5.2       Organization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the state referenced in the
first paragraph of this Warrant and has all requisite corporate power to own, lease and operate its property and to carry on its
business as now being conducted and as currently proposed to be conducted.


 


5.3       Governmental
Consents. All consents, approvals, orders, authorizations or registrations, qualifications, declarations or filings with any
federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions
contemplated herein have been obtained.


 


6.       Representations
and Warranties of Holder. Holder hereby represents and warrants to the Company that:


 


6.1       Holder
is acquiring the Warrant for its own account, for investment purposes only.


 


6.2       Holder
understands that an investment in the Warrant involves a high degree of risk, and Holder has the financial ability to bear the
economic risk of this investment in the Warrant, including a complete loss of such investment. Holder has adequate means for providing
for its current financial needs and has no need for liquidity with respect to this investment.


 


6.3       Holder
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of associated
with the Warrant and in protecting its own interest in connection with this transaction.


 


6.4       Holder
understands that the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144
thereunder and understands that the restrictions on transfer on the Warrant may result in Holder being required to hold the Warrant
for an indefinite period of time.


 






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6.5       Holder
agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration
(collectively, “Transfer”) the Warrant or any part thereof except pursuant to an effective registration statement
under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that
such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of
counsel to the Company any Transfer of the Warrant by the contemplated transferee thereof would not be exempt from the registration
and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the
Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company
to ensure compliance by such transferee with the Securities Act.


 


7.       Nontransferability.
Holder may not sell or transfer this Warrant or any part thereof to any person other than an
affiliate of Holder without the written consent of the Company.


 


8.       Severability.
If any term, provision, covenant or restriction of this Warrant is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this
Warrant shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


9.       Notices.
All notices, requests, consents and other communications required hereunder shall be in writing
and shall be effective when delivered or, if delivered by registered or certified mail, postage prepaid, return receipt requested,
shall be effective on the third day following deposit in United States mail: to the Holder, at the Holder’s address of record
initially on the register of holders of warrants maintained by the Company and if addressed to the Company, at its principal executive
offices.


 


10.       No
Rights as Shareholder. The Holder shall have no rights as a shareholder of the Company with
respect to the Warrant Shares issuable upon exercise of the Warrant until the receipt by the Company of all of the Exercise Documents.



 





	 	BESPOKE EXTRACTS, INC.
	 	 
	 	 
	 	 	 
	 	By:	Barry Tenzer
	 	 	 
	 	Its:	Sole Director




 




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EXHIBIT
A

NOTICE OF EXERCISE

(To be signed only upon exercise of the Warrants)


 


	To:	Bespoke Extracts, Inc. (the “Company”)




 


The
undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of Bespoke Extracts, Inc.
(the “Company”), pursuant to the terms of the enclosed warrant (the “Warrant”). The undersigned
tenders herewith payment of the exercise price pursuant to the terms of the Warrant.


 


The
undersigned hereby represents and warrants to, and agrees with, the Company as follows:


 


1.       Holder
is acquiring the Warrant Shares for its own account, for investment purposes only.


 


2.       Holder
understands that an investment in the Warrant Shares involves a high degree of risk, and Holder has the financial ability to bear
the economic risk of this investment in the Warrant Shares, including a complete loss of such investment. Holder has adequate
means for providing for its current financial needs and has no need for liquidity with respect to this investment.


 


3.       Holder
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an
investment in the Warrant Shares and in protecting its own interest in connection with this transaction.


 


4.       Holder
understands that the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act“) or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144
thereunder and understands that the restrictions on transfer on the Warrant Shares may result in Holder being required to hold
the Warrant Shares for an indefinite period of time.


 


5.       Holder
agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration
(collectively, “Transfer”) any of the Warrant Shares except pursuant to an effective registration statement
under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that
such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of
counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the
registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to
furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by
the Company to ensure compliance by such transferee with the Securities Act.


 


Each
certificate evidencing the Warrant Shares will bear the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR
ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”


 


Number
of Warrants Exercised: ______________


 


Dated:   ____________________


 


By:   __________________