Exhibit 10.2


 


CANCELLATION
AND SATISFACTION OF DEBENTURE


 


DATE:
OCTOBER 28, 2021


LENDER:
BERIQUE LABS, LLC


BORROWER:
BESPOKE EXTRACTS, INC.


ORIGINAL
PRINCIPAL AMOUNT: $400,000


 


WHEREAS,
Berique Labs, LLC, a Florida limited liability company (the “Lender”) is the holder of a Convertible Debenture, issued
by Bespoke Extracts, Inc., a Nevada corporation (the “Borrower”) with an original issue date of December 24, 2019, as amended
by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December
10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto,
dated August 2, 2021) (as amended, the “Debenture”) with an original principal amount of $400,000;


 


WHEREAS,
on October 28, 2021, Infinity Management, LLC, a Delaware limited liability Borrower (“ICAP”) entered into that certain
stock purchase agreement in connection with purchasing a controlling interest in Borrower; and


 


WHEREAS,
as part of ICAP’s purchase of the controlling interest in Borrower, the Borrower and Lender have agreed to cancel the Debenture
pursuant to the terms set forth herein.


 


NOW
THEREFORE, in exchange for the (1) the transfer of ownership of the internet domain names listed on Schedule A hereto, and (2) the inventory
earnout agreement detailed on Schedule B hereto, AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, Lender does hereby cancel and acknowledge satisfaction of the Debenture in full and further, does hereby release, acquit
and forever discharge both the Borrower and ICAP, as well as their successors assigns, officers, directors, executors, and administrators
from any and all claims, demands damages, actions, causes of action, or suits of any kind or nature whatsoever, both known and unknown,
which they may now or hereafter have on account of, or in any way arising out, or being connected with the Debenture.


 






     


     


    

 


The
parties hereto agree that simultaneous with the execution of this Agreement, Lender shall deliver the original Debenture to the Borrower,
marked as cancelled, null and void.


 


	Berique Labs, LLC	 
	 	 	 
	By:	/s/ Boris Mitchell	 
	Name:	Boris Mitchell	 
	Title:	Managing Member	 
	 	 	 
	Date:	October 28, 2021	 
	 	 	 
	 	 	 
	Acknowledged and Agreed	 
	 	 	 
	Bespoke Extracts, Inc.	 
	 	 	 
	By:	/s/ Danil Pollack	 
	Name:	Danil Pollack	 
	Title:	Chief Executive Officer	 
	 	 	 
	Date:	October 28, 2021	 


 






    2


     


    

 


Schedule
A


 


DOMAIN
NAMES 


 


Please
see attached.


 






     


     


    

 


Schedule
B


 


INVENTORY
EARNOUT AGREEMENT


 


The
Borrower and Lender agree that beginning December 1, 2021, and on a monthly basis through August 31, 2022, the Borrower will remit 40%
of the operating profit generated from sale of the existing CBD inventory of the Borrower (as determined in good faith by the Borrower)
to the Lender (the “Inventory Earn Out”). The Borrower and Lender further agree that on August 31, 2022, the Borrower
shall make a final payment equal to an amount of $75,000 minus the total of the monthly payments made according to the Inventory Earn
Out.