SETTLEMENT AGREEMENT
Exhibit
10.5
This Settlement Agreement
(“Agreement”) is entered into as of this 20th day of
September 2017, by and among HISPANICA INTERNATIONAL DELIGHTS OF
AMERICA, INC., a Delaware corporation (the
“Company”), and ANSON INVESTMENTS MASTER FUND, LP
(“Holder”).
R E C I T A L S
A. The Company executed that certain Convertible
Promissory Note dated as of September 30, 2016, in the original
principal amount of $440,000 in favor of Holder (the
“Note”), a copy of which is attached hereto
as Exhibit
A; and
B. The Company desires to pay off all outstanding
amounts due under the terms of the Note, including the principal
and accrued interest due and payable thereunder, totaling
$461,156.16 as
of the date hereof (the “Note
Balance”), and cancel all
shares of the Company’s common stock, $0.001 par value
(“Common
Stock”), beneficially
owned by Holder, consisting of 1.1 million shares of Common Stock
on the date hereof (the “Shares”), each under the terms and conditions set
forth in this Agreement.
NOW,
THEREFORE, for and in consideration for the foregoing, and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows.
A G R E E M E N T
1.
On or before two (2) business days from the date
the Company receives the Shares, as more particularly set forth
below (the “Closing”), the Company shall pay to Holder the
amount of $525,000 (“Settlement
Amount”), which
Settlement Amount shall include the Note Balance, in cash or other
immediately available funds.
2.
Upon receipt of the Settlement Amount, (i) the
Note, a copy of which is attached hereto as Exhibit
A, shall be terminated and
cancelled, and shall be of no further force and effect; (ii) all
Shares beneficially owned by Holder, currently consisting of 1.1
million shares of Common Stock on the date hereof, shall be
cancelled on the books and records of the Company and/or its
transfer agent; and (iii) the Note shall be returned to the
Company, marked “Paid in Full”.
3.
Any
and all certificates issued to Holder evidencing the Shares shall
be returned to the Company, accompanied by (i) an irrevocable stock
power, (ii) a letter of authorization certifying that the
undersigned has the power and authority to execute the irrevocable
stock power, and (iii) such other documents as is requested and/or
required by the Company’s transfer agent necessary and/or
required to cancel the Shares on the books and records of the
Company and/or the transfer agent.
IN
WITNESS WHEREOF, the parties hereto have executed this Settlement
Agreement as of the date first above written.
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By:
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______________________
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Its:
Chief Executive Officer
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ANSON
INVESTMENTS MASTER FUND LP
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By:
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Anson
Advisors Inc.
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By:
______________________
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Its:
______________________
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