Exhibit 10.2


 





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 Alneil Associates (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 $180,000, issued on
or about September 18, 2017 (the “Debenture”) and (ii) warrants to purchase 300,000 shares of common stock of the
Company issued in connection with the Debenture (the “Warrants”);


 


WHEREAS,
the Company and the Holder desire to have the Holder exchange the Debenture 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) Debenture (including, without limitation, all outstanding
principal and interest thereon), and (ii) Warrants, for 3,000,000 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) Debenture (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 Debenture and Warrants
and holds such Debenture 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 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	 
	 	 	 
	ALNEIL ASSOCIATES	 
	 	 	 
	By:	/s/ Neil Tobias	 
	Name:	 	 
	Title: