Exhibit 10.1


 





SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of April 1, 2019, between Bespoke Extracts, Inc.,
a Nevada corporation (the “Company”), and Daniel Surginer, an individual (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, 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 Purchaser’s obligations to pay the Purchase Price and (ii) the
Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, subject to the provisions of Section
2.1.


 


“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.


 


“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.


 


“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.


 






     -1-


     


    

  


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


 


“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.


 


 


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, 5,000,000 shares
of Common Stock (the “Shares”) at $0.02 per share for an aggregate purchase price of $100,000 (the “Purchase
Price”). At or prior to the Closing, the Company and the 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 this Agreement duly executed by the Company. The Company
shall deliver or cause to be delivered to the Purchaser the Shares purchased hereunder within 5 Business Days of the Closing Date.




 


(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.


 


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)



 






     -2-


     


    

  


		(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.



 


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 material
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.


 






     -3-


     


    

  


(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 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 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 such filings as may be required
under applicable federal and 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.


 


(f)       SEC
Reports; Financial Statements. The Company has filed all reports, required to be filed by the Company under 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 being collectively referred to herein as the “SEC Reports”). As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, 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. Each Transaction Document to which Purchaser 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.


 






     -4-


     


    

  


(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.


 


(f)       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) two 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 use commercially reasonable efforts 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. In the evente that the Company determines, in consultation with its legal counsel, that it is required to
file a Form 8-K in connection with this Agreement and the sale of the Shares, the Company, shall within the time period required
under the Exchange Act, file a Current Report on Form 8-K, including this Agreement as an exhibit hereto (if the Company determines,
in consulation with its legal counsel, that the filing of such exhibit is required), with the Commission.


 






     -5-


     


    

 





4.4       Quotation
of Common Stock. The Company hereby agrees, for the period set forth in Section 4.1, to use commercially reasonable efforts
to maintain the listing or quotation of the Common Stock on a Trading Market.


 


4.5       Use
of Proceeds. The Company will use the net proceeds from sale of the Shares for general corporate purposes, including, without
limitation, general working capital purposes and/or to finance inventory.


 


 


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
the 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.


 






     -6-


     


    

  


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.


 






     -7-


     


    

 





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.


 


 


 


[Signature
Pages Follow]


 






     -8-


     


    

 


 


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:	/s/
    Niquana Noel 	 
	 	Name:
    Niquana Noel	 
	 	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]


 






     -9-


     


    

 


 


[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.


 





	/s/
    Daniel Surginer	 
	Name:
    Daniel Surginer	 







 


Address
for Notice:


 






     -10-