Bespoke Extracts, Inc. (Form: 8-K, Received: 11/02/2018 16:48:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2018

Bespoke Extracts, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-52759		20-4743354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

323 Sunny Isles Boulevard Suite 700 Sunny Isles Florida 33160

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (855) 633-3738

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 30, 2018, Marc Yahr resigned from all positions with Bespoke Extracts, Inc. (the “Company”) including as President and Chief Executive Officer of the Company, provided Mr. Yahr continues to serve as a member of the board of directors. Mr. Yahr’s resignation was not the result from any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.

Effective October 30, 2018, the Board of Directors (the “Board”) of the Company appointed Niquana Noel as President and Chief Executive Officer, of the Company. There are no family relationships between Ms. Noel and any of our other officers and directors.

Set forth below is the biographical information of the newly appointed officer and director, as required by Item 401 of Regulation S-K.

Ms. Noel is a proven entrepreneurial executive with expertise in operations, finance and accounting, SEC reporting and compliance, staffing, marketing and corporate governance. Ms. Noel has spent nearly two decades working with privately-held and publicly-traded micro and small cap companies. Prior to Bespoke Extracts, from 2008 through 2018, Noel was a key member of the leadership team at Hash Labs, Inc. (formerly MedeFile International, Inc.). She originally joined the Company as Operations Manager in 2008 and rose through the ranks to serve as Chief Operating Officer and a director on the Board before ascending to President, Chief Executive Officer and Chairwoman of the Board. Early in Ms. Noel’s career while working for a serial entrepreneur, she was charged with overseeing daily business operations for interests ranging from the ownership and operation of cemeteries in Maryland, Virginia and Florida; to the ownership and operation of exotic, high performance auto dealerships and auto accessory businesses in south Florida. While serving as an operations manager at the Company Ms. Noel was paid an annual salary of $84,000.

Effective October 30, 2018, the Company entered into an employment agreement (the “Employment Agreement”) with Ms. Noel pursuant to which Ms. Noel will serve as the Company’s Chief Executive Officer and president. Ms. Noel will serve as President and Chief Executive Officer of the Company for a term of four years, unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Ms. Noel salary is 96,000 per annum and she received a warrant (the “Warrant”) to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. Ms. Noel exercised the warrant and has been issued 20,000,000 shares of the Corporation’s stock.

The foregoing description is a summary only and does not purport to set forth the complete terms of the Employment Agreement and Warrant which are is qualified in their entirety by reference to the Employment Agreement and Warrant filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference.

Item 5.01 Change in control of Registrant;

The information under Item 1.01 is incorporated by reference into this Item 5.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1	Form of Warrant

10.1	Niquana Noel Employment Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bespoke Extracts, Inc.

Date: November 2, 2018	By:	/s/ Niquana Noel
		Niquana Noel Chief Executive Officer

Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Warrant to purchase 20,000,000 shares of Common Stock

Subject to the vesting requirements set forth herein

October __, 2018

BESPOKE EXTRACTS, INC.

Warrant Agreement

Bespoke Extracts, Inc., a Nevada corporation (the “ Company ”), certifies that, for value received, Niquana Noel , or his successors or assigns (each person or entity holding all or a part of this Warrant being referred to as a “ Holder ”) is the registered holder of this Warrant (the “ Warrant ”) to subscribe for the purchase of 20,000,000 shares (the “ Warrant Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”). The Warrant entitles the Holder to purchase from the Company at any time prior to the Expiration Date (as defined below) the Warrant Shares for $0.0001 per Warrant Share (the “ Exercise Price ”), on the terms and conditions hereinafter provided. The Exercise Price and the number of Warrant Shares purchasable upon exercise hereof are subject to adjustment as provided herein.

1. Expiration Date; Vesting; Exercise

1.1 Expiration Dat e. The Warrant shall expire at 5:30 pm New York time on October _, 2019 (the “Expiration Date ”).

1.2 Vesting . This Warrant shall be exercisable immediately; provided, however , that the Warrant Shares, once issued to the Holder, shall be returned to the Company for cancellation as follows:

1.2.1 The Holder shall return 80% of the Warrant Shares to the Company if the holder is not serving as Chief Executive Officer of the Company pursuant to the terms and conditions of that certain Employment Agreement by and between the Company and the Holder dated as of the same date hereof (the “Employment Agreement”) as of October __, 2019 (the first anniversary of the Employment Agreement);

1.2.2 The Holder shall return 60% of the Warrant Shares to the Company if the Holder is not serving as the Chief Executive Officer of the Company pursuant to the terms and conditions of the Employment Agreement as of the second anniversary of the Employment Agreement (October __, 2020);

1.2.3 The Holder shall return 40% of the Warrant Shares to the Company if the Holder is not serving as Chief Executive Officer of the Company pursuant to the terms and conditions of the Employment Agreement as of the third anniversary of the Employment Agreement (October __, 2021);

1.2.4 The Holder shall return 20% of the Warrant Shares to the Company if the Holder is not serving as the Chief Executive Officer of the Company pursuant to the terms and conditions of the Employment Agreement as of the fourth anniversary of the Employment Agreement (October __, 2022); and

1.3 Manner of Exercise . The vested portion of this Warrant is exercisable by delivery to the Company of the following (the “ Exercise Documents ”): (a) this Warrant, (b) a written notice of election to exercise the Warrant as set forth on Exhibit A hereto; and (c) payment of the Exercise Price in cash or by check. Within three (3) business days following receipt of the foregoing, the Company shall execute and deliver to the Holder: (a) a certificate or certificates representing the aggregate number of Warrant Shares purchased by the Holder, and (b) if less than all of the Warrant Shares evidenced by this Warrant are purchased, a new warrant in form substantially identical hereto evidencing the right to purchase the remaining Warrant Shares not so acquired by the Holder.

2. Adjustments of Exercise Price and Number and Kind of Warrant Shares

2.1 Stock Dividends, Stock Splits, Combinations . In the event that the Company shall at any time hereafter (a) pay a dividend in Common Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; (c) combine its outstanding Common Stock into a smaller number of shares; then the number of Warrant Shares exercisable pursuant hereto immediately after the occurrence of any such event shall be adjusted so that the Holder thereafter may receive the number of Warrant Shares it would have owned immediately following such action if it had exercised the Warrant immediately prior to such action and the Exercise Price shall be adjusted to reflect such proportionate increases or decreases in the number of shares.

2.2 Reclassifications . In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 2.1 hereof or a change which solely affects the par value of such shares) or in the case of any merger or consolidation or merger in which the Company is not the continuing corporation and which results in any reclassification or capital reorganization of the outstanding shares),the Holder shall have the right thereafter (until the Expiration Date) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, by a Holder of the number of shares of Common Stock obtainable upon the exercise of the Warrant immediately prior to such event; and if any reclassification also results in a change in shares covered by Section 2.1, then such adjustment shall be made pursuant to both this Section 2.2 and Section 2.1 (without duplication). The provisions of this Section 2.2 shall similarly apply to successive reclassifications, capital reorganizations and mergers or consolidations, sales or other transfers.

3. Certificate as to Adjustments. In each case of any adjustment in the Exercise Price, or number or type of shares issuable upon exercise of these Warrant, the Chief Financial Officer of the Company shall compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including a statement of the adjusted Exercise Price. The Company shall promptly send (by facsimile and by either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder.

4. Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant, and of an indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of these Warrants, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant.

5. Representations and Warranties of the Company. The Company hereby represents and warrants to Holder that:

5.1 Due Authorization . All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Warrant has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

5.2 Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the state referenced in the first paragraph of this Warrant and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as currently proposed to be conducted.

5.3 Governmental Consents . All consents, approvals, orders, authorizations or registrations, qualifications, declarations or filings with any federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated herein have been obtained.

6. Representations and Warranties of Holder . Holder hereby represents and warrants to the Company that:

6.1 Holder is acquiring the Warrant for its own account, for investment purposes only.

6.2 Holder understands that an investment in the Warrant involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrant, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment.

6.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of associated with the Warrant and in protecting its own interest in connection with this transaction.

6.4 Holder understands that the Warrants have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrant may result in Holder being required to hold the Warrant for an indefinite period of time.

6.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “ Transfer ”) the Warrant or any part thereof except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act.

7. Nontransferability. Holder may not sell or transfer this Warrant or any part thereof to any person other than an affiliate of Holder without the written consent of the Company.

8. Severability. If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

9. Notices. All notices, requests, consents and other communications required hereunder shall be in writing and shall be effective when delivered or, if delivered by registered or certified mail, postage prepaid, return receipt requested, shall be effective on the third day following deposit in United States mail: to the Holder, at the Holder’s address of record initially on the register of holders of warrants maintained by the Company and if addressed to the Company, at its principal executive offices.

10. No Rights as Shareholder. The Holder shall have no rights as a shareholder of the Company with respect to the Warrant Shares issuable upon exercise of the Warrant until the receipt by the Company of all of the Exercise Documents.

	BESPOKE EXTRACTS, INC.


	By:	Marc Yahr
	Its:	Sole Director

EXHIBIT A
NOTICE OF EXERCISE
(To be signed only upon exercise of the Warrants)

To: Bespoke Extracts, Inc. (the “ Company ”)

The undersigned hereby elects to purchase shares of Common Stock (the “ Warrant Shares ”) of Bespoke Extracts, Inc. (the “ Compan y”), pursuant to the terms of the enclosed warrant (the “ Warrant ”). The undersigned tenders herewith payment of the exercise price pursuant to the terms of the Warrant.

The undersigned hereby represents and warrants to, and agrees with, the Company as follows:

1. Holder is acquiring the Warrant Shares for its own account, for investment purposes only.

2. Holder understands that an investment in the Warrant Shares involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment.

3. Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting its own interest in connection with this transaction.

4. Holder understands that the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act “) or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrant Shares may result in Holder being required to hold the Warrant Shares for an indefinite period of time.

5. Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “ Transfer ”) any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act.

Each certificate evidencing the Warrant Shares will bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

Number of Warrants Exercised: ______________

Dated: ____________________

By: __________________

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made on October __, 2018 by and between Bespoke Extracts, Inc., a Nevada corporation (the “ Company ”) and Niquana Noel (the “ Executive ”).

WHEREAS , the Company wishes to employ the Executive pursuant to the terms and conditions of this Agreement and Executive wishes to be employed by the Company pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment . The Company will continue to employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period as of the date of this Agreement and ending as provided in Section 5 (the “ Employment Period ”).

2. Position and Duties . During the Employment Period, Executive will serve as the Chief Executive Officer and President of the Company and its Subsidiaries. Executive shall render such managerial, supervisory and other executive services to the Company and its Subsidiaries, as are from time to time necessary in connection with the management and affairs of the Company and its Subsidiaries, in each case subject to the authority of the Board of Directors of the Company (the “ Board ”). Executive will devote his best efforts and all of his business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive will report directly to the Board of the Company. Executive will perform his duties and responsibilities to the best of his abilities in a trustworthy and businesslike manner.

3. Compensation and Benefits .

(a) Compensation . Upon execution of this Agreement, the Company will issue the Executive a warrant to purchase up to 20,000,000 shares at a price per share of $0.0001 of restricted Company common stock. The Company shall pay Executive an annual salary (“Salary”) at the gross salary of $96,000. Such salary shall be payable in accordance with the Company’s standard payroll procedures. employees.

(b) Reimbursement of Expenses . During the Employment Period, the Company will reimburse Executive for all reasonable out-of-pocket expenses necessarily incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses. Reimbursement by the Company for the expenses set forth in above will be subject to the Company’s requirements with respect to reporting and documentation of such expenses.

4. Performance Bonuses . During the Employment Period and on an annual basis, Company shall, in the sole discretion of the Board and consistent with the best interests of the Company, the shareholders and corporate governance best practices, pay Executive an annual year-end performance bonus as deemed appropriate by the Board (the “ Bonus ”).

5. Termination . The Employment Period will commence as of the date of this Agreement and will continue until the earlier of: (i) the fourth anniversary of the date hereof; (ii) Executive’s resignation, death or disability or other incapacity (as reasonably determined by the Board in good faith); or (iii) the giving of notice of termination by the Company or a majority of the members of the Board (A) for Cause or (B) for any other reason or for no reason (a termination described in this clause (iii) (B) being a termination by the Company without Cause). For the purposes of this Agreement, “ Cause ” shall mean (a) conviction of, or a plea of guilty or no-contest or similar plea with respect to, a felony or the commission of any act or omission involving actual fraud or embezzlement with respect to the Company or any of its Subsidiaries, (b) willful misconduct or breach of fiduciary duty with respect to the Company or any of its Subsidiaries or (c) material breach of Section 2 of this Agreement (provided, that to the extent a material breach of Section 2 of this Agreement may be cured, Executive shall have 15 business days to cure such breach from the date on which the Board delivers written notice to Executive reasonably identifying such breach).

6. Confidential Information . Executive acknowledges that the information, observations and data that have been or may be obtained by him during his employment relationship with, or through his involvement as a shareholder or director of, the Company or any Subsidiary or predecessor thereof (each of the Company, any Subsidiary or Affiliate or any such Affiliate predecessor being a “ Company and its Subsidiaries ”), prior to and after the date of this Agreement concerning the business or affairs of the Company and any of its Subsidiaries (collectively, “ Confidential Information ”) are and will be the property of the Company and its Subsidiaries. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for the account of himself or any other Person any Confidential Information without the prior written consent of the Company (by the action of the Board), unless and to the extent that such Confidential Information has become generally known to and available for use by the public other than as a result of Executive’s improper acts or omissions to act, or is required to be disclosed by law. Executive will deliver or cause to be delivered to the Company at the termination of the Employment Period, or at any other time the Company or any of its predecessors or Subsidiaries may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) containing or relating to Confidential Information or the business of any Company and its Subsidiaries which he may then possess or have under his control.

7. Enforcement . The Company and Executive agree that if, at the time of enforcement of Section 6, a court holds that any restriction stated in any such Section is unreasonable under circumstances then existing, then the maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has access to information of the type described in Section 6, the Company and Executive agree that money damages would be an inadequate remedy for any breach of Section 6. Therefore, in the event of a breach of Section 6, Company and its Subsidiaries may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions of Section 6. The provisions of Section 6 are intended to be for the benefit of each Company and its Subsidiaries and their respective successors and assigns, each of which may enforce such provisions and each of which (other than the Company) is an express third-party beneficiary of such provisions and this Agreement generally. Section 6 will survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

8. Incentive Compensation Plans . Executive shall be entitled to participate in any and all incentive compensation plans.

9. Other Representations and Warranties of Executive . Executive represents and warrants to the Company and its Subsidiaries as follows:

(a) Other Agreements . Executive is not a party to or bound by any employment, non-compete, non-solicitation, nondisclosure, confidentiality or similar agreement with any other Person which would materially affect his performance under this Agreement.

(b) Authorization . This Agreement when executed and delivered shall constitute a valid and legally binding obligation of Executive, enforceable against Executive in accordance with its terms.

10. Survival of Representations and Warranties . All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

11. Certain Definitions . When used herein, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more of its intermediaries, controls, is controlled by or is under common control with such Person.

“ Business ” means (i) any business into which any Company and its Subsidiaries is presently engaged or enters during the Employment Period pursuant to any acquisition, joint venture, other strategic partnership or otherwise; and (ii) any other business in which the Company or its Subsidiaries engage as of the date on which Executive ceases to be employed by the Company or its Subsidiaries.

“ Good Reason Event ” means, during the Employment Period, (i) a substantial diminution in Executive’s professional responsibilities, (ii) the Company’s failure to timely pay any amounts due to Executive hereunder or a significant reduction in the Salary or in the aggregate of the services, perquisites, and amenities which Executive was theretofore receiving, (iii) a change in Executive’s work location that increases the regular one-way commute distance between Executive’s residence and work location prior to such change by more than 50 miles, (iv) any action or inaction that constitutes a material breach of this Agreement by the Company.

“ Person ” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or any other entity (including any governmental entity or any department, agency or political subdivision thereof).

“ Subsidiaries ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or entity or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director, managing member, or general partner of such limited liability company, partnership, association or other business entity. Unless stated to the contrary, as used in this Agreement the term Subsidiary means a Subsidiary of the Company.

12. Key-Man Life Insurance . At the request of the Company, Executive agrees to submit to any physical examination in connection with the Company’s or any Subsidiary’s purchase of a “key-man” insurance policy. Executive agrees that, to the extent that he qualifies as overtime exempt, to cooperate fully in connection with the underwriting, purchase and/or retention of a key-man insurance policy by the Company or any of its Subsidiaries.

13. Miscellaneous .

(a) Notices . All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given (a) on the date of personal delivery to the recipient or an officer of the recipient, or (b) when sent by telecopy or facsimile machine to the number shown below on the date of such confirmed facsimile or telecopy transmission (provided that a confirming copy is sent via overnight mail), or (c) when properly deposited for delivery by a nationally recognized commercial overnight delivery service, prepaid, or by deposit in the United States mail, certified or registered mail, postage prepaid, return receipt requested on the date set forth in the records of such delivery service or on the third day after so deposited in the United States mail.

(b) Amendment and Waiver . No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is executed by the Company (with the approval of the Board) and Executive. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(c) Severability . Without limiting the relevant terms of this Agreement, whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement will be reformed, construed and enforced in that jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

(d) Entire Agreement . Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof.

(e) Successors and Assigns . This Agreement will bind and inure to the benefit of and be enforceable by the Company, Executive and their respective assigns; provided that Executive may not assign his rights or delegate his duties under this Agreement without the prior written consent of the Company.

(f) Counterparts . This Agreement may be executed simultaneously in two or more counterparts each of which may be an electronically transmitted copy which shall be deemed an original, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.

(g) Descriptive Headings; Interpretation; No Strict Construction . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “include” or “including” in this Agreement shall be by way of example rather than by limitation. The use of the words “or,” “either” or “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties agree that prior drafts of this Agreement shall be deemed not to provide any evidence as to the meaning of any provision hereof or the intent of the parties hereto with respect hereto.

(h) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED SOLELY AND EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY AGREE THAT ANY SUIT OR PROCEEDING ARISING DIRECTLY AND/OR INDIRECTLY PURSUANT TO OR UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN A FEDERAL OR STATE COURT LOCATED IN THE CITY, COUNTY AND STATE OF NEW YORK. BY ITS EXECUTION HEREOF, THE PARTIES HEREBY COVENANT AND IRREVOCABLY SUBMIT TO THE IN PERSONAM JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE CITY, COUNTY AND STATE OF NEW YORK AND AGREE THAT ANY PROCESS IN ANY SUCH ACTION MAY BE SERVED UPON ANY OF THEM PERSONALLY, OR BY CERTIFIED MAIL OR REGISTERED MAIL UPON THEM OR THEIR AGENT, RETURN RECEIPT REQUESTED, WITH THE SAME FULL FORCE AND EFFECT AS IF PERSONALLY SERVED UPON THEM IN NEW YORK CITY. THE PARTIES HERETO EXPRESSLY AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH JURISDICTION IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT OR PROCEEDING AND ANY DEFENSE OR LACK OF IN PERSONAM JURISDICTION WITH RESPECT THERETO. IN THE EVENT OF ANY SUCH ACTION OR PROCEEDING, THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.

(i) WAIVER OF JURY TRIAL . EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

(j) Actions by the Company . Any action, election or determination by the Board or any committee of the Board pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of the Company or any of the Company’s Subsidiaries.

(k) Section 409A . The Company and Executive intend for this Agreement either to satisfy the requirements of Section 409A of the Code and all applicable guidance promulgated thereunder (“ Section 409A ”) or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A or is not exempt from the application of Section 409A, then the Company and Executive hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A while best preserving the intention of the parties as evidenced by the terms set forth herein.

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

	COMPANY:

	BESPOKE EXTRACTS, INC.

	/s/ Marc Yahr
	Name: Marc Yahr
	Title: President

	EXECUTIVE:

	/s/ Niquana Noel
	Niquana Noel