Exhibit 10.3


 


SECURITY AGREEMENT


 


SECURITY AGREEMENT (this “Agreement”),
dated as of November 6, 2019, by and among Bespoke Extracts, Inc., a Nevada corporation (“Company”), and Yad
Zahav LLC(the “Secured Party”).


 


W I T
N E S S E T H:


 


WHEREAS, pursuant to a Securities Purchase
Agreement between the Company and the Secured Party (the “Purchase Agreement”), the Company has agreed to sell
and issue to the Secured Party and the Secured Party has agreed to purchase from the Company, an original issue discount convertible
debenture (the “Debenture”) and certain other securities (collectively, the “Securities”);


 


WHEREAS, in accordance with the terms of
the Debenture, the Company will be required to repay any outstanding principal amount of the Debenture on the Maturity Date thereof
(the “Secured Obligation”);


 


WHEREAS, in order to induce the Secured
Party to purchase the Securities, the Company has agreed to execute and deliver to the Secured Party this Agreement for the benefit
of the Secured Party and to grant to it a first priority security interest in certain property of Company to secure the prompt
payment, performance and discharge of the Secured Obligation;


 


NOW, THEREFORE, in consideration of the
agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:


 


1. Certain Definitions. As used in
this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in
this Agreement that are defined in Article 9 of the UCC shall have the respective meanings given such terms in Article 9 of the
UCC.


 


(a) “Collateral” means
all of the Company’s right title and interest to the URL’s set forth on Schedule A hereto.


 


(b) “UCC” means the Uniform
Commercial Code, as currently in effect in the State of Nevada.


 


2. Security Interest. Company hereby
assigns and grants to Secured Party a first priority security interest and continuing lien in all of Debtor’s right, title
and interest in and to the Collateral, regardless of where located, including all insurance claims and other rights to payment
related to the foregoing, and products of the foregoing and all accessions to, substitutions and replacements for, each of the
foregoing (all of the foregoing described property is referred to herein as the “Collateral”).


 




     


     


    

  


3. Representations, Warranties, Covenants
and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Secured Party as
follows:


 


(a) Company is the owner of the Collateral,
and no other person or entity has any right, title, claim or interest in, against or to the Collateral.


 


(b) This Agreement (i) has been duly authorized
by all necessary corporate action of the Company, (ii) has been duly executed by the Company, and (iii) constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s
rights generally.


 


(c) Company’s place of business (or,
if Company has more than one place of business, its principal executive office) is located at 323 Sunny Isles Boulevard, Suite
700, Sunny Isles Beach, FL 33160. The Company’s true legal name is as set forth in the preamble to this Agreement. The Company’s
jurisdiction of formation is as set forth in the preamble to this Agreement. Company does not do business under any trade name
or fictitious business name. Company will notify Secured Party, in writing, within at least thirty (30) days of any change in its
place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business
name, and will upon request of Secured Party, execute or authenticate any additional financing statements or other certificates
or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its
legal name, trade names or fictitious business name.


 


4. Protection of
Collateral by Company.


 


(a) Company will not, without the prior written
consent of Secured Party, sell, transfer or dispose of any Collateral. Company may encumber the Collateral through junior liens
subordinated to the senior lien of the Secured Party in accordance with this Agreement. For purposes of this Agreement, granting
license or sublicense rights to the Collateral shall not be deemed a sale, transfer or disposition of such Collateral, unless the
agreement of license or sublicense creates in the licensee or sublicensee rights in the Collateral which are superior to those
of the Company. Company shall, at its own expense, appear in and defend any and all actions and proceedings which purport to affect
title to the Collateral, or any part thereof, or which purport to affect the security interest of Secured Party therein under this
Agreement.


 


(b) Company, in a timely manner, shall execute
or otherwise authenticate, or obtain, any document or other record, give any notices, do all other acts, and pay all costs associated
with the foregoing, that Secured Party determines is reasonably necessary to protect the Collateral against rights, claims or interests
of third parties, or otherwise to preserve the Collateral as security hereunder.


 


(c) Company shall promptly notify Secured
Party of any claim against the Collateral adverse to the interest of Secured Party therein not mentioned herein.


 




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5. Further Acts of Company. Company
shall, at the request of Secured Party, execute or otherwise authenticate and deliver to Secured Party any financing statements,
financing statement changes and any and all additional instruments, documents and other records, and Company shall perform all
actions, that from time to time Secured Party may reasonably deem necessary or desirable to carry into effect the provisions of
this Agreement or to establish or maintain a security interest in the Collateral having the priority provided for herein or otherwise
to protect Secured Party’s interest in the Collateral.


 


6. Rights and Remedies Upon Default.


 


(a) Upon the occurrence of an Event of Default
(as defined in the Debenture), Secured Party at its election, may file appropriate UCC or other financing statements (subject to
prior approval of the Company, such approval not to be unreasonably withheld or delayed), or other documents to perfect its security
interest in the Collateral, together with any and all continuation, amendments and modification filings related thereto and any
other filings or recordings Secured Party deems necessary or appropriate with respect to the Collateral and Secured Party’s
interest therein, and declare the entire outstanding balance of the Secured Obligation, immediately due and payable, together with
all costs of collection, including reasonable attorneys’ fees, or may exercise upon or enforce its rights in the Collateral,
as set forth herein or under applicable law.


 


(b) If an Event of Default (as defined in
the Debenture) occurs, the Holder, at its option: (a) may take any reasonable and lawful action to protect and realize upon its
security interest in the Collateral; and (b) in addition to the foregoing, and not in substitution therefor, exercise any one or
more of the rights and remedies exercisable by Secured Party under any other provision of this Agreement, or as provided by applicable
law (including, without limitation, the UCC). Secured Party shall have no duty to take any action to preserve or collect the Collateral.


 


7. Applications of Proceeds. The
proceeds of any sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking,
holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and
other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred
by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral,
and then to satisfaction of the Secured Obligation, and to the payment of any other amounts required by applicable law, after which
the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral
hereunder, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Company
will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum (the “Default Rate”),
and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable
law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention
or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.


 


8. Costs and Expenses. The Company
agrees to pay all out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without
limitation, any financing statements, continuation statements, partial releases and/or termination statements related thereto or
any expenses of any searches reasonably required by the Secured Party. The Company shall also pay all other claims and charges
which in the reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security
Interest therein. The Company will also, upon demand, pay to the Secured Party the amount of any and all reasonable expenses, including
the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection
with (i) the enforcement of this Agreement, or (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral.


 




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9. Responsibility for Collateral.
The Company assumes all liabilities and responsibility in connection with all Collateral, and the obligations of the Company hereunder
or shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its
unavailability for any reason.


 


10. Term of Agreement. This Agreement
and the Security Interest shall terminate on the date on which the Secured Obligation has been paid in full or otherwise has been
discharged, expired, or terminated. Upon such termination, the Secured Party, at the request and at the expense of the Company,
will join in executing any termination statement with respect to any financing statement executed and filed pursuant to this Agreement.


 


11. Power of Attorney.


 


Company appoints Secured Party and any officer
thereof as Company’s attorney in fact with full power in Company’s name and behalf to do every act which Company is
obligated to do or may be required to do hereunder; however, nothing in this paragraph shall be construed to obligate Secured Party
to take any action hereunder nor shall Secured Party be liable to Company for failure to take any action hereunder. This appointment
shall be deemed a power coupled with an interest and shall not be terminable as long as the Secured Obligation is outstanding and
shall not terminate on the disability or incompetence of Company.


 


12. Notices. All notices, requests,
demands and other communications hereunder shall be in writing and made in accordance with the Debenture.


 


13. Miscellaneous.


 


(a) No course of dealing between the Company
and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege
hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


 


(b) All of the rights and remedies of the
Secured Party with respect to the Collateral, whether established hereby or by any other agreements, instruments or documents or
by law shall be cumulative and may be exercised singly or concurrently.


 


(c) This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and is intended to supersede all prior negotiations, understandings
and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this Agreement and signed by the parties hereto.


 




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(d) In the event that any provision of this
Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless such provision is narrowed
by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable
provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing,
any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such
jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the remaining
portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability of such
provision or the other provisions of this Agreement in any other jurisdiction.


 


(e) No waiver of any breach or default or
any right under this Agreement shall be considered valid unless in writing and signed by the party giving such waiver, and no such
waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar nature or otherwise.


 


(f) This Agreement shall be binding upon and
inure to the benefit of each party hereto and its successors and assigns.


 


(g) Each party shall take such further action
and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes
of this Agreement.


 


(h) This Agreement shall be construed in accordance
with the laws of the State of Nevada, except to the extent the validity, perfection or enforcement of a security interest hereunder
in respect of any particular Collateral which are governed by a jurisdiction other than the State of Nevada in which case such
law shall govern. Each of the parties hereto irrevocably submit to the exclusive jurisdiction of any New York State or United States
Federal court sitting in Manhattan county over any action or proceeding arising out of or relating to this Agreement, and the parties
hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New
York State or Federal court. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereto further
waive any objection to venue in the State of New York and any objection to an action or proceeding in the State of New York on
the basis of forum non conveniens.


 


(i) This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall
constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same
force and effect as if such facsimile signature were the original thereof.


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.


 


	 	BESPOKE EXTRACTS, INC.
	 	 	 
	 	By:	/s/ Niquana Noel
	 	Name:	Niquana Noel
	 	Title:	Chief Executive Officer


 




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	 	SECURED PARTY:
	 	 
	 	YAD ZAHAV LLC
	 	 	 
	 	By: 	/s/ Ahron Gold
	 	 	 
	 	Name: 	Ahron Gold
	 	 	 
	 	Title: 	Managing Member


 




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Exhibit A


 


URL’s constituting Collateral


 




	anxietycbd.com	epilepsycbd.com
	bananacbd.com	exoticcbd.com
	berrycbd.com	fitnesscbd.com
	blueberrycbd.com	fruitycbd.com
	bulkcbd.com	grapecbd.com
	cannaliqs.com	hempcannabidiolproducts.com
	cannarotica.com	hercbd.com
	cannassociate.com	holisticcbd.com
	cbdapplicator.com	hollywoodcbd.com
	cbdapplicators.com	kiwicbd.com
	cbdbodyoil.com	lemoncbd.com
	cbdbodyrubs.com	limecbd.com
	cbdcigs.com	lipcbd.com
	cbddocumentary.com	losangelescbd.com
	cbdfacecreams.com	meloncbd.com
	cbdfreebies.com	musclecbd.com
	cbdfruits.com	mycannabidiol.com
	cbdgiveaways.com	nanocbd.com
	cbdgummies.com	nightlycbd.com
	cbdinfuser.com	orangecbd.com
	cbdinfusers.com	peachcbd.com
	cbdkilogram.com	periodcbd.com
	cbdkilograms.com	petmarijuana.com
	cbdmerchants.com	pomecbd.com
	cbdmovie.com	pomegranatecbd.com
	cbdnewsletter.com	rashcbd.com
	cbdpowders.com	raspberrycbd.com
	cbdrewards.com	retailcbd.com
	cbdrubs.com	reviewcbd.com
	cbdshampoos.com	seizurecbd.com
	cbdstarterkit.com	strawberrycbd.com
	cbdstarterkits.com	tattoocbd.com
	cbdsuperfoods.com	tropicalcbd.com
	chewycbd.com	watermeloncbd.com
	citruscbd.com	wholesalecbd.com
	dollarcannabidiol.com	wholesalehempoil.com
	dollarcbd.com	workoutcbd.com
	dotcbd.com	essentialhemp.com
	drupecbd.com	signaturecbd.com




 






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	alzheimercbd.com	cbg.domains
	alzheimerscbd.com	cbg.pet
	canna3d.com	cbgapplicator.com
	cannabinolproducts.com	cbgapplicators.com
	cannabispumps.com	cbgbalm.com
	cannapetition.com	cbgbalms.com
	cannapromoter.com	cbgcapsule.com
	cannapumps.com	cbgchocolate.com
	cbdformulator.com	cbgchocolates.com
	cbdformulators.com	cbgcig.com
	cbg.coffee	cbgcigs.com
	cbgcoffee.com	cbgdomains.com
	cbgcosmetics.com	cbgforcats.com
	cbgfordogs.com	 
	cbggummies.com	 
	cbgkit.com	 
	cbgkits.com	 
	cbgmedication.com	 
	cbgpet.com	 
	cbgpetcare.com	 
	cbgraw.com	 
	cbgrub.com	 
	cbgrubs.com	 
	cbgrx.com	 
	cbgshot.com	 
	cbgshots.com	 
	cbgsprays.com	 
	cbgsupplier.com	 
	cbgtincture.com	 
	cbgtinctures.com	 
	cbgtopical.com	 
	cbgtopicals.com	 
	cbgtreatment.com	 
	cbgtreatments.com	 
	cbgvapes.com	 
	cbnproducts.com	 
	chewycbd.com	 
	crystalcbg.com	 
	depressioncbg.com	 
	hemorrhoidcbg.com	 
	hivcbg.com	 
	holisticcbd.com	 
	neurocbg.com	 
	neurologicalcbg.com	 
	prescriptionhemp.com	 
	ptsdcbg.com	 
	rawcbg.com	 
	stresscbg.com	 
	tumorcbg.com	 
	whitelabelcannabigerol.com	 
	whitelabelcbg.com	 
	wholesalecannabinol.com	 
	wholesalecbn.com	 







 


 


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