Exhibit 10.1


 


SECURITIES PURCHASE
AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of March 5, 2018, between Bespoke Extracts, Inc., a Nevada corporation
(the “Company”), and Ocean M Ltd. (the “Purchaser”).


 


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section
5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell
to the Purchaser, and Purchaser desires to purchase from the Company, securities of the Company as more fully described in this
Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1       
Definitions. In addition to the terms defined elsewhere in this Agreement the following terms have the meanings set forth in
this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which
banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1 hereof.


 


“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligations to pay the Purchase Price and (ii) the Company’s obligations
to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the third Trading Day following
the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


“Common Stock
Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common
Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse
Effect” shall have the meaning assigned to such term in Section 3.1(a) hereof.



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“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(d) hereof.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(f) hereof.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
has the meaning ascribed to such term in Section 2.1 hereof.


 


“Trading Day”
means a day on which the principal Trading Market is open for trading.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
or any tier of the OTC Markets operated by the OTC Markets Group, Inc. (or any successors to any of the foregoing).


 


“Transaction Documents”
means this Agreement and any other documents executed in connection with the transaction contemplated hereunder.


 


“Transfer Agent”
means Corporate Stock Transfer, the current transfer agent of the Company, and any successor transfer agent of the Company.


 


“Variable Rate
Transaction” shall have the meaning ascribed to such term in Section 4.7


 


ARTICLE II.


PURCHASE AND SALE


 


2.1       Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company shall sell, and the Purchaser shall purchase, 3,000,000 shares
of Common Stock (the “Shares”) for an aggregate purchase price of $300,000 (the “Purchase Price”).
At or prior to the Closing, the Company and each Purchaser shall deliver the other items set forth in Section 2.2, hereof. Upon
satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, hereof, the Closing shall occur at the offices
of the Company or such other location as the parties shall mutually agree.


 


2.2       Deliveries.


 


		(a)	On or prior to the Closing Date, the Company shall deliver to the Purchaser the following:



 


		(i)	this Agreement duly executed by the Company;



 


		(ii)	a letter of instructions to the Transfer Agent instructing such transfer agent to issue a certificate
evidencing the Shares in the name of Purchaser; and



 


(b)       On
or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company this Agreement duly executed
by the Purchaser and the Purchase Price by wire of immediately available funds.



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2.3       Closing
Conditions.


 


(a)                
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


		(i)	the accuracy in all material respects (or, to the extent representations or warranties are qualified
by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser
contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)



 


		(ii)	all obligations, covenants and agreements of the Purchaser required to be performed at or prior
to the Closing Date shall have been performed; and



 


		(iii)	the delivery by the Purchaser of the item set forth in Section 2.2(b) hereof.



 


(b)                
The obligation of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


 


		(i)	the accuracy in all material respects (or, to the extent representations or warranties are qualified
by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties
of the Company contained herein (unless as of a specific date therein);



 


		(ii)	all obligations, covenants and agreements of the Company required to be performed at or prior to
the Closing Date shall have been performed;



 


		(iii)	from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended
by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities
generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established
on securities whose trades are reported by such service, or on any Trading Market; and



 


		(iv)	the delivery by the Company of the items set forth in Section 2.2(a) hereof.



 






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ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


3.1       Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchaser:


 


(a)       Organization
and Qualification. The Company and each of its subsidiaries (individually, a “Subsidiary” and collectively,
the “Subsidiaries”) is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation
nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as
a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it
makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of the
Transaction Documents, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or
(iii), a “Material Adverse Effect”)) and no Proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(b)       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of
each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company and
the Board of Directors in connection herewith. The Transaction Documents have been (or upon delivery will have been) duly executed
by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(c)       No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the
issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will
not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of
the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be
expected to result in a Material Adverse Effect.


 


(d)       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filings required pursuant
to Section 4.3 hereof, and (ii) such filings as are required to be made under applicable state securities laws (collectively, the
“Required Approvals”).


 


(e)       Issuance
of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents.



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(f)       SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with
the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on
a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


3.2       Representations
and Warranties of the Purchaser. The hereby represents and warrants as of the date hereof and as of the Closing Date to the
Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


(a)       Organization;
Authority. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar
power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by
the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document
to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)       Understandings
or Arrangements. The Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares. The Purchaser is acquiring
the Shares hereunder in the ordinary course of its business.


 


(c)       Purchaser
Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is an “accredited investor”
as defined in Rule 501(a) under the Securities Act.


 


(d)       Experience
of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


(e)       Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all
exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has
deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering
of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial
condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;
and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to the investment.



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(f)       Accredited
Investor. The Purchaser is an accredited investor as defined under the Securities Act.


 


(g)       Restricted
Securities. The Purchaser understands that the Shares are restricted securities within the meaning of the Securiteis Act, have
not been registered under the Securities Act or any state securities laws and may not be transferred or sold except pursuant to
an effective registration statement or an available exemption therefrom.


 


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1        Furnishing
of Information. Until the earliest of the time that (i) the Purchaser owns no Shares or (ii) three years from the Closing Date,
the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to
timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 


4.2       Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and
regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.3       Securities
Laws Disclosure; Publicity. The Company shall by 9:00 a.m. (New York City time) on the date that shall be no less than four
(4) Trading Days from the Closing Date, file a Current Report on Form 8-K, including this Agreement as an exhibit hereto, with
the Commission. From and after the Form 8-K, the Company represents to the Purchaser that it shall have publicly disclosed all
material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the filing of Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of their Affiliates on the other hand, shall
terminate. The Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing
with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except (a)
as required by federal securities laws and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b). The
Company will not make or consent to any claim any that the Purchaser is an “Acquiring Person” under any control
share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions
of any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents or under any other agreement between
the Company and the Purchasers.


 


4.4       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.3, hereof, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf will provide the Purchaser or its agents or counsel with any information that constitutes, or the Company
believes constitutes, material non-public information, unless prior thereto the Purchaser shall have consented to the receipt of
such information, which consent shall constitute the Purchaser’s agreement to keep such information confidential. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. To the extent that the Company delivers any material, non-public information to the Purchaser without the Purchaser’s
consent, the Company hereby covenants and agrees that the Purchaser shall not have any duty of confidentiality to the Company,
any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company,
any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis
of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. The Company understands
and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 



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4.5       Quotation
of Common Stock; Reservations of Common Stock. The Company hereby agrees, for the period set forth in Section 4.1, to use best
efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed.


 


4.6       Lock-up/Leak-out.
For a period of six (6) months following the Closing Date, Purchaser will not transfer, sell, contract to sell, devise, gift, assign,
pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly any of the Shares
or any other securities of the Company. After the date which is six (6) months after the Closing Date, Purchaser will not to transfer,
sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose
of, directly or indirectly any of the Shares or any other securities of the Company except as follows:


 


(a)                
in a private transaction in which the transferee agrees to be bound by the terms of the Purchaser set forth in this Agreement
as if such transferee were an original holder of the transferred securities; or


 


(b)                
in a public or private transaction, provided the maximum aggregate number of shares of Common Stock or rights to acquire
Common Stock the Purchaser may transfer per month shall not exceed twenty percent (20%) of the average daily volume of the Common
Stock for any particular month.


 


Purchaser agrees and understands that a legend
to such effect may be imprinted on the Shares.


 


4.7       Prohibition
of Variable Rate Transactions. For a period of 12 months from the Closing Date, the Company will not, without the prior written
consent of Purchaser, effect or enter into an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents
involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive
additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based
upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance
of such debt or equity securities, or (ii) enters into any agreement, including, but not limited to, an equity line of credit,
whereby the Company may issue securities at a future determined price.


 


4.8       Use
of Proceeds. The Company will use the net proceeds from sale of the Shares to finance inventory and will not use any of the
net proceeds from the sale of the Shares for repayment of any debt owed to Affililiates.


 


4.9       Limits
on Compensation. The Company will not pay total cash compensation of more than $100,000 to any director, officer or employee
of the Company for a period of 12 months from the Closing Date.


 


4.10       Make-Good
Shares. In the event that, in the six month period commencing on the Closing Date, the Company sells Common Stock at a price
lower than $0.10 per share (or Common Stock Equivalents with a conversion or exercise price lower than $0.10 per share (each as
adjusted for stock splits, stock dividends, and similar transactions, the “Subsequent Financing Price”), the
Company shall promptly issue additional shares (the “Make-Good Shares”) of Common Stock to the Purchaser for
no additional consideration, such that the total number of shares of Common Stock received by the Purchaser under this Agreement
(including the Make-Good Shares and the intial Shares purchased on the Closing Date) will be equal to the total Purchase Price
of $300,000 divided by such lower Subsequent Financing Price. For the avoidance of doubt, this Section 4.10 will not apply to options
and stock awards made by the Company in the ordinary course of business to employees, consultants, directors, and officers.


 



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ARTICLE V.


MISCELLANEOUS


 


5.1       Expenses.
The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any
instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of
any Shares to the Purchaser other than income and capital gains taxes of the Purchaser that may be incurred in connection with
the transactions contemplated hereby.


 


5.2       Entire
Agreement. The Transaction Documents contain the entire understanding of the parties with respect to the subject matter hereof
and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.


 


5.3       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile or e-mail at the facsimile number or e-mail address set forth on the signature pages attached hereto at or prior
to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile or e-mail at the facsimile number or e-mail address set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto.


 


5.4       Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed
by the Company and the Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right.


 


5.5       Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.6       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. Neither the Purchaser nor the Company may assign this Agreement or any rights or obligations hereunder without the prior
written consent of the other party (other than by operation of law).


 


5.7       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence
an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action, suit
or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.



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5.8       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.


 


5.9       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.10       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.11       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


5.12       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.13       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.14       WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.15       No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 5.6 hereof.


 


5.16       Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.



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[Signature Pages Follow]


IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 





	BESPOKE EXTRACTS, INC.	 
	 	 	 
	By:	 	 
	 	Name: Marc Yahr	 
	 	Title: Chief Executive
Officer	 



 


Address for Notice:


 


323 Sunny Isles Boulevard, Suite 700


Sunny Isles Beach, FL 33160


 


 


 





 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]









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[PURCHASER SIGNATURE PAGE TO BESPOKE EXTRACTS,
INC. SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
has caused this Securities Purchase Agreement to be duly executed by its respective authorized signatories as of the date first
indicated above.


 


 


	OCEAN M LTD	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 









 


Address for Notice:




 


 






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