NOTE EXCHANGE AGREEMENTNote Exchange Agreement • February 1st, 2018 • Hispanica International Delights of America, Inc. • Beverages • New York
THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of January 26, 2018 (the “Closing Date”), between Victoria’s Kitchen LLC, a California limited liability company and a wholly owned subsidiary of Hispanica Delights of America, Inc., a Delaware corporation (the “Company”), and Elie Pierre Meniane (the “Holder”) of a secured promissory note (the “Note”), payable by the Company, which Note is attached hereto as Exhibit A.
AGREEMENT TO AMEND CERTAIN SECURED PROMISSORY NOTESSecured Promissory Note Amendment • February 1st, 2018 • Hispanica International Delights of America, Inc. • Beverages
This Agreement to Amend Certain Secured Promissory Notes (“Agreement”) is made and entered into as of January 26, 2018, and shall amend certain Secured Promissory Notes dated September 25, 2017 in the principal amount of $650,000, and dated November 3, 2017 in the principal amount of $175,000 (together, the “Notes”), which Notes were issued by Hispanica International Delights of America, Inc., a Delaware corporation, to Shircoo, Inc. (the “Holder”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 1st, 2018 • Hispanica International Delights of America, Inc. • Beverages • New York
This Note Purchase Agreement (this “Agreement”) is made as of January __, 2018 by and between Hispanica International Delights of America, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 575 Lexington Avenue, 45th Floor, New York, NY 10022, and each of the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractPayoff Agreement • February 1st, 2018 • Hispanica International Delights of America, Inc. • Beverages
In consideration for the agreement of Shircoo, Inc. (“Shircoo”) to purchase $125,000 of Secured Convertible Promissory Notes in the form of Exhibit A attached hereto (“Notes”), which Notes are being issued pursuant to a Note Purchase Agreement attached hereto as Exhibit B (“NPA”), Hispanica International Delights of America, Inc. (the “Company”) agrees to remit and pay to Shircoo the first $125,000 in cash proceeds received by the Company from third parties unaffiliated with Shircoo, pursuant to the terms of the NPA (the “Cash Payment”), which Cash Payment shall be used to reduce the amount due Shircoo under the terms of the Secured Promissory Note, dated November 3, 2017, issued by the Company to Shircoo, a copy of which is attached hereto as Exhibit C.
