Exhibit 10.1


 


EXCHANGE AGREEMENT


 


This Exchange Agreement (this “Agreement”)
dated this 22nd day of April, 2019, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and McGlothlin
Holdings, Ltd. (the “Holder”).


 


W I T N E S S E T H:


 


WHEREAS, the Holder is the holder of a
(i) convertible debenture of the Company, in the original principal amount of $540,000, issued on or about April 11, 2017 (the
“April 2017 Debenture”), (ii) convertible debenture of the Company, in the original principal amount of $120,000, issued
on or about December 13, 2017 (the “December 2017 Debenture,” and collectively with the April 2017 Debenture, the “Debentures”),
and (iii) 1,000,000 warrants to purchase shares of the Company’s common stock, issued in connection with the Debentures (the
“Warrants”);


 


WHEREAS, the Company and the Holder desire
to have the Holder exchange the Debentures and Warrants for newly issued shares of common stock of the Company, subject to the
terms and conditions set forth herein;


 


WHEREFORE, the parties do hereby agree
as follows:


 


1. Effective upon the execution of this
Agreement, the Holder will exchange the (i) Debentures (including, without limitation, all outstanding principal and interest thereon),
and (ii) Warrants, for 11,000,000 newly issued shares of common stock of the Company (the “Shares”). Without limiting
the generality of the foregoing, effective upon the execution of this Agreement, the (i) Debentures (including, without limitation,
all outstanding principal and interest thereon) and (ii) Warrants, will automatically be deemed cancelled, and the Company shall
issue the Shares to the Holder.


 


2. The Holder represents and warrants to
the Company that (i) it is the sole record and beneficial owner of the Debentures and Warrants and holds such Debentures and Warrants
free and clear of all liens, (ii) it understands that the Shares it will acquire hereunder are restricted securities within the
meaning of the Securities Act of 1933, as amended (the “Securities 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, and (iii) Holder 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..


 


3. This Agreement constitutes the entire
agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties
hereto with regard to the subject matter hereof.


 


4. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the
exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Agreement
and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding
related thereto may be heard and determined in such courts.


 


5. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties,
their successors and assigns, and all of which taken together shall constitute one and the same Agreement. A signature delivered
by facsimile or email shall constitute an original.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	BESPOKE EXTRACTS, INC.	 
	 	 	 
	By: 	/s/ Niquana Noel	 
	Name: 	Niquana Noel	 
	Title: 	Chief Executive Officer	 
	 	 	 
	MCGLOTHLIN HOLDINGS, LTD.	 
	 	 	 
	By: 	/s/ Stan McGlothlin	 
	Name: 	Stan McGlothlin	 
	Title: