THIS CONVERTIBLE
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY
TO THE COMPANY,
THAT SUCH REGISTRATION
IS NOT REQUIRED
UNDER THE ACT OR
RECEIPT OF A
NO ACTION LETTER
FROM THE SECURITIES
AND EXCHANGE COMMISSION.


 


 


SECURED CONVERTIBLE PROMISSORY NOTE


 


$ ____________________Issuance
Date: January , 2018 Maturity Date: January __ , 2019


 


 


FOR
VALUE RECEIVED, Hispanica
International Delights of
America, Inc., a
Delaware corporation (the “Company”),
promises to pay
to the order
ofor its permitted assigns (each a “Holder”), the principal sum
of



($ ) with interest
on the outstanding
principal amount at
the simple rate
of 7% per
annum (computed on
the basis of
actual calendar days elapsed and a year of 365 days). Interest shall commence with the date hereof and shall
accrue on the
outstanding principal until
converted or paid
in accordance with
the provisions hereof.


 


1.                                     
This note
(the “Note”) is
issued pursuant to
the terms of
that certain Note
Purchase Agreement dated as
of January ,
2018, by and
among Company and
the purchasers set
forth in the Schedule of Purchasers
attached thereto as Exhibit A, (the “Agreement”). This Note is one of a series
of notes (the
“Notes”) having like
tenor and effect
(except for variations
necessary to express the
name of the
holders, the principal
amount of each
of the Notes
and the date
on which each
Note is issued) issued or to be issued by the Company in accordance with the terms of the
Agreement.


 


2.                                     
Unless sooner
converted in accordance
with Section 4,
the entire unpaid
balance of principal and all unpaid accrued interest shall become fully due
and payable on January , 2018 (the “Maturity Date”). Prepayment of the principal and accrued interest under
this Note shall be permitted at any time and from time to time, without penalty.


 


3.                                     
To secure
the indebtedness evidenced
by the Notes,
all interest hereon,
and all other fees and expenses
related to the loan evidenced by this Note, including all costs and expenses incurred by
the Holders in
the collection of
the foregoing, the
Company hereby grants
to the Holders a security interest
in all of the following property (collectively referred to herein as, the “Collateral”):


 


(a)              
all assets of the Company, including all inventory;


 


(b)              
all books and records pertaining to the foregoing; and


 


(c)              
to the extent
not otherwise included,
all proceeds and
products of any
and all of the foregoing, including insurance proceeds, all supporting obligations
in respect of any of the foregoing and all
collateral security and
guarantees given by
any person with
respect to any
of the foregoing.




    	 



    	 



    

(d)              
The Company agrees to (i) take all actions reasonably requested by the Holders to perfect
for the Holders a first priority security interest in the Collateral, and (ii) refrain from encumbering, or, other than in the
ordinary course of business consistent with past practice, selling any of the Collateral, or permitting the Collateral or any interest
in the Collateral to be encumbered, or seized,
or, other than
in the ordinary
course of business
consistent with past
practice, transferred or otherwise disposed of.


 


4.                                     
Subject to the
terms and conditions
of this Section
4, at any
time after the
issuance of this Note
until the Maturity
Date, the Holder
shall have the
right, at the
Holder’s option, to
convert the outstanding balance (the “Conversion Option”) into such number of fully paid and non- assessable
shares of the company’s common stock, $0.001 par value (“Common Stock”) (the “Conversion
Shares”) equal to
the lower of
(i) $.30 per
share of Common
Stock, or (ii)
that number equal to
the average closing
price of the
Company’s Common Stock
as reported on
the OTC Markets or other recognized
securities exchange for the preceding thirty (30) consecutive trading days (“Trading Days”) prior to the date
of conversion (the “Average Price”), multiplied by .65 (the “Conversion
Price”); provided, however,
in the event
the Conversion Price
is calculated based
on clause (ii) above,
the Conversion Price
shall not be
lower than $.20
per share of
Common Stock. If the Holder desires
to exercise the Conversion Option, the Holder shall, by personal delivery or nationally-recognized
overnight carrier, surrender
the original of
this Note and
give written notice
to the Company (the “Conversion Notice”), which Conversion notice shall (a) state the Holder’s
election to exercise
the Conversion Option,
and (b) provide
for a representation
and warranty of
the Holder to the
Company that, as
of the date
of the Conversion
Notice, the Holder
has not assigned or otherwise
transferred all or any portion of the Holder’s rights under this Note to any third parties. The
Company shall, as
soon as practicable
thereafter, issue and
deliver to the
Holder the number
of Conversion Shares to which the Holder shall be entitled upon exercise of the Conversion
Option.


 


5.                                     
At any
time on or
after the date
of the issuance
of the Note,
the Company shall
have the right (the
"Redemption Right") to
redeem part or
all of the
Note by payment
to the Holder
of the entire principal amount, plus accrued and unpaid interest (the “Outstanding
Balance”), without a prepayment penalty;
provided, however, in
the event the
Company exercises its
Redemption Right, the Holder shall have the right and option to exercise the
Conversion Option under the terms and conditions set
forth in Section
3 of this
Note. The Redemption
Right shall be
exercised pursuant to
a Notice of Redemption
Request delivered to the
Holder by the
Company (the "Redemption
Notice"), which Redemption Right
shall be effective
in the event
the Company has
not received a
Conversion Notice on or before ten (10) days following the delivery to Holder of the Redemption
Notice.


 


6.                                     
In the event
the Outstanding Balance
due under the
terms of this
Note shall remain unpaid
on the Maturity
Date, and the
Holder has not
otherwise exercised its
Conversion Option, and such
non-payment continues for
a period of
ten (10) business
days following delivery
of a notice
to the Company of such non-payment, this Note shall be in default (a “Default”). Upon Default, in addition
to any other
remedies available to
the Holder, the
Holder shall (i)
be issued that
number of shares of Common Stock equal to the Outstanding Balance multiplied
by 125%, divided by the Average Price; and (ii) proceed to exercise its rights and remedies under the New York Uniform Commercial
Code that a secured creditor may exercise with respect to any of the Collateral.


 


7.                                     
Provided this Note remains outstanding and unpaid upon the Maturity Date and thereafter
for a period
of twelve (12)
months after the
Maturity Date, in
addition to any
remedies the Holder may have under this Agreement or otherwise, Holder shall have
the option to exercise the Conversion Option; provided, however, the Conversion Price shall be equal to the lower of (i)
the




    	 



    	 



    

Conversion Price as set forth in Section
4(i), or 50% of the Average Price calculated based on the preceding ten
(10) consecutive Trading
Days prior to
the date of
delivery of the
Conversion Notice.


 


8.                                     
The terms of this Note shall be construed in accordance with and governed by the laws
of the State
of New York,
as applied to
contracts entered into
by residents within
the State of New York, which contracts
are to be performed entirely within the State of New York.


 


9.                                     
Any term
of this Note
and all Notes
issued pursuant to
the Agreement may
be waived (either generally
or in a
particular instance and
either retroactively or
prospectively), only with
the written consent of Company and the Holders of Notes representing at least a majority of the aggregate amount of indebtedness
incurred by the Company under all outstanding Notes issued pursuant to the Agreement. Any amendment or waiver affected in accordance
with this Section 9 shall be binding
upon the Company,
the Holder and
the holders of
all Notes issued
pursuant to the Agreement.


 


10.                              
If any provision of this Note, or the application of such provision to any person or circumstance,
is held invalid
or unenforceable, the
remainder of this
Note, or the
application of such provisions
to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby.


 


11.                              
Except as
may be otherwise
provided herein, all
notices, requests, waivers
and other communications made pursuant to this Note shall be made in accordance
with Section of the Agreement.


 


12.                              
In case any
Note shall be
mutilated, lost, stolen
or destroyed, the
Company shall issue a
new Note of
like date, tenor
and denomination and
deliver the same
in exchange and
substitution for and upon
surrender and cancellation
of any mutilated
Note, or in
lieu of any
Note lost, stolen
or destroyed, upon receipt
of evidence satisfactory
to the Company
of the loss,
theft or destruction
of such Note.


 


13.                              
Notwithstanding any other provision to the contrary herein, in no event shall the interest
attributable to this
Note exceed the
maximum rate of
interest then permitted
under applicable law.


 


 


 


 


 


 


[The remainder of this Note is intentionally left
blank]




    	 



    	 



    

This Note is executed as of the day first above
written.


 


HISPANICAL INTERNATIONAL DELIGHTS OF AMERICA,
INC.


 


 


 


		By:	Fernando Leonzo, Chief Executive Officer



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Convertible Promissory Note]