Exhibit 10.5


 


Non-Qualified Stock Option Agreement


 


This Stock Option Agreement (this "Agreement") is
made and entered into as of December 14, 2021 by and between Bespoke Extracts, Inc., a Nevada corporation (the "Company")
and ____________ (the "Participant").


 


Grant Date: December 14, 2021


 


Exercise Price per Share:


 


Number of Option Shares:


 


Expiration Date: December 14, 2031


 


1.
Grant of Option.


 


1.1
Grant; Type of Option. The Company hereby grants to the Participant an option (the "Option") to
purchase the total number of shares of Common Stock of the Company equal to the number of Option Shares set forth above, at the Exercise
Price set forth above. The Option is being granted pursuant to the terms of the Company's 2021 Equity Incentive Plan (the "Plan").
The Option is intended to be a Non-qualified Stock Option and not an Incentive Stock Option within the meaning of Section 422 of
the Internal Revenue Code.


 


1.2
Consideration; Subject to Plan. The grant of the Option is made in consideration of the services to be rendered by
the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will
have the meaning ascribed to them in the Plan.


 


2.
Exercise Period; Vesting.


 


2.1
Vesting Schedule. The Option will become vested and exercisable with respect to 1/3 of the shares on each one year
anniversary of the Grant Date until the Option is 100% vested. Except as otherwise provided herein or in the Plan, the unvested portion
of the Option will not be exercisable on or after the Participant's termination of Continuous Service.


 


2.2
Expiration. The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement
or the Plan.


 


3.
Termination of Continuous Service.


 


3.1
Termination for Reasons Other Than Cause, Death, Disability. If the Participant's Continuous Service is terminated
for any reason other than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such
period of time ending on the earlier of (a) the date 90 days following the termination of the Participant's Continuous Service or (b)
the Expiration Date.


 


3.2
Termination for Cause. If the Participant's Continuous Service is terminated for Cause, the Option (whether vested
or unvested) shall immediately terminate and cease to be exercisable.


 


3.3
Termination due to Disability. If the Participant's Continuous Service terminates as a result of the Participant's
Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of
(a) the date 12 months following the Participant's termination of Continuous Service or (b) the Expiration Date.


 


3.4
Termination due to Death. If the Participant's Continuous Service terminates as a result of the Participant's death,
the vested portion of the Option may be exercised by the Participant's estate, by a person who acquired the right to exercise the Option
by bequest or inheritance or by the person designated to exercise the Option upon the Participant's death, but only within the time period
ending on the earlier of (a) the date 12 months following the Participant's death or (b) the Expiration Date.


 






     


     


    

 


4.
Manner of Exercise.


 


4.1
Election to Exercise.
To exercise the Option, the Participant (or in the case of exercise after the Participant's death or incapacity, the Participant's executor,
administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in a form designated by
or reasonably acceptable to the Committee.


 


If someone other than the Participant
exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the
legal right to exercise the Option.


 


4.2
Payment of Exercise
Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise, either, in cash or by certified
or bank check at the time the Option is exercised, or such other consideration as has been approved by the Committee consistent with the
Plan.


 


4.3
Withholding. Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements
satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following
means:


 


(a) 
tendering a cash payment;


 


(b) 
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant
as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding
the maximum amount of tax required to be withheld by law; or


 


(c) 
delivering to the Company previously owned and unencumbered shares of Common Stock.


 


The Company has the right to withhold from
any compensation paid to a Participant.


 


4.4
Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company,
the Company shall issue the shares of Common Stock registered in the name of the Participant, the Participant's authorized assignee, or
the Participant's legal representative, and shall deliver certificates representing the shares with the appropriate legends affixed thereto.


 


5.
No Right to Continued Employment; No Rights as Shareholder. Neither
the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or
Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate
the Participant's Continuous Service at any time, with or without Cause. The Participant shall not have any rights as a shareholder with
respect to any shares of Common Stock subject to the Option prior to the date of exercise of the Option.


 


6.
Transferability.
The Option may be transferred to a Permitted Transferee upon written approval by the Committee.


 


7.
Change in Control. In the event of a Change in Control, notwithstanding
any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to
100% of the shares subject to the Option.


 


8.
Adjustments. The shares of Common Stock subject to the Option may be
adjusted or terminated in any manner as contemplated by Section 14 of the Plan.


 


9.
Tax Liability and Withholding. Notwithstanding any action the Company
takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"),
the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and the Company (a) makes no representation
or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the
subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant's
liability for Tax-Related Items.


 






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10.
Compliance with Law. The exercise of the Option and the issuance and
transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements
of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common
Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless and until any then applicable requirements
of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The
Participant understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange
Commission, any state securities commission or any stock exchange to effect such compliance.


 


11.
Notices. Any notice required to be delivered to the Company under this
Agreement shall be in writing and addressed to the Chief Executive Officer of the Company at the Company's principal corporate offices.
Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the
Participant's address as shown in the records of the Company. Either party may designate another address in writing (or by such other
method approved by the Company) from time to time.


 


12.
Governing Law. This Agreement will be construed and interpreted in accordance
with the laws of the State of Nevada without regard to conflict of law principles.


 


13.
Interpretation. Any dispute regarding the interpretation of this Agreement
shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall
be final and binding on the Participant and the Company.


 


14.
Options Subject to Plan. This Agreement is subject to the Plan. The
terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a
conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the
Plan will govern and prevail.


 


15.
Successors and Assigns. The Company may assign any of its rights under
this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant's beneficiaries,
executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of descent or distribution.


 


16.
Severability. The invalidity or unenforceability of any provision of
the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each
provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.


 


17.
Discretionary Nature of Plan. The Plan is discretionary and may be amended,
cancelled or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement does not create any contractual
right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the
Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions
of the Participant's employment with the Company.


 


18.
Amendment. The Committee has the right to amend, alter, suspend, discontinue
or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's
material rights under this Agreement without the Participant's consent.


 


19.
No Impact on Other Benefits. The value of the Participant's Option is
not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar
employee benefit.


 


20.
Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to
this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery
of the paper document bearing an original signature.


 


21.
Acceptance. The Participant hereby acknowledges receipt of a copy of
the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject
to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences
upon exercise of the Option or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such
exercise or disposition.


 


[signature page follows]


 









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


 


	 	Bespoke Extracts, Inc. 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	Name: