Exhibit 10.1
FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE
(December 2024 Senior Secured Note)
This First Amendment (“Amendment”) is entered into as of June 30, 2026, by and between Bespoke Extracts, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of the Company’s Senior Secured Promissory Note originally issued in December 2024 (the “Note”).
WHEREAS, the Note bears interest at 15% per annum and matures June 30, 2026; and the Company and Holder wish to extend the maturity date, increase the interest rate for the extension period, and grant the Holder additional shares in consideration, pursuant to Section 8 of the Note, which permits amendment with Simple Majority consent binding on all holders of the series;
NOW, THEREFORE, the parties agree as follows:
| 1. | Extended Maturity Date |
The Note shall mature, and all principal, accrued interest, and other obligations shall be due and payable in full, on August 14, 2026 (the “Extended Maturity Date”), in lieu of June 30, 2026. All other repayment and acceleration terms remain unchanged.
| 2. | Enhanced Interest Rate |
For the period from July 1, 2026 through the Extended Maturity Date, the interest rate shall be 17% per annum (in lieu of 15%). All interest accrued through June 30, 2026 at 15% remains due and payable.
| 3. | Extension Shares |
The Company shall issue the Holder shares of Common Stock equal in value to 10% of the Holder’s outstanding principal, based on the 10-day VWAP ending June 30, 2026, within thirty days of this Amendment. The shares will be unregistered, issued under available exemptions from the Securities Act of 1933, and will carry registration rights on the same terms as the Holder’s existing securities under the Securities Purchase Agreement (“SPA”).
| 4. | No Other Changes |
Except as amended hereby, the Note remains in full force and effect, including its senior secured status and all related liens and security interests.
| 5. | Binding Effect |
This Amendment is executed pursuant to Section 8 of the Note. Upon execution by the Company and holders of a Simple Majority of the series’ outstanding principal, the amendments herein bind all holders of the series, whether or not they executed this Amendment.
| 6. | Miscellaneous |
This Amendment is governed by Nevada law, may be executed in counterparts (including electronic signature), and, together with the Note and SPA, constitutes the entire agreement as to its subject matter. If any provision is held invalid, the remainder shall continue in effect.
Summary of Amended Terms
| Term | Original | Amended | ||
| Maturity Date | June 30, 2026 | August 14, 2026 | ||
| Interest (7/1–8/14/26) | 15% | 17% | ||
| Extension Fee | None | 10% of principal in shares |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
COMPANY: BESPOKE EXTRACTS, INC.
** **
| Signature | ||
| By: | Michael Feinsod | |
| Title: | Chairman, CEO and CFO | |
| Date: |
** **
HOLDER:
| Signature | |
| Name: | |
| Original Principal Held: $____________ | |
| Note Reference No.:____________ | |
| Date: |