AGREEMENT TO AMEND CERTAIN SECURED PROMISSORY
NOTES


 


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”).


 


For good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Holder hereby
agrees to amend
the Notes to
provide the Holder
with the ability to convert the
Notes into shares of common stock, $0.001 par value (“Common Stock”) (“Conversion Shares”)
as more particularly set forth in this Agreement.


 


Unless
otherwise defined herein, defined terms herein shall have the meaning set forth in the Notes.


 


1.   
Conversion. At any time until the Notes are no longer outstanding, the Notes shall
be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any
time and from
time to time.
The Holder shall
affect conversions by
delivering to the
Company written notice of conversion (each, a “Notice of Conversion”), specifying therein the principal
amount of the Notes to be converted, accrued but unpaid interest thereon and the date on which such conversion shall be effected
(such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion
Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Conversions hereunder shall have the effect
of lowering the outstanding principal amount of the applicable Note in an amount equal
to the applicable conversion.


 


1.1                                                                               
Conversion Price.
The conversion price
in effect on
any Conversion Date shall be equal to $0.30, subject to adjustment herein (the
“Conversion Price”).


 


1.2                                                                               
Conversion Shares Issuable Upon Conversion of Notes. The number of Conversion Shares
issuable upon a conversion hereunder shall be determined by the quotient obtained
by dividing (x)
the outstanding principal
amount and accrued
but unpaid interest due under the
terms of the Notes to be converted by (y) the Conversion
Price.


 


2.    
Issuance of Default Shares. Upon the occurrence of an Event of
Default under the terms of a Note, which Event of Default is continuing for a period of thirty (30) days after notice of
such Event of Default has been delivered to the Company, in addition to any
remedies available to Holder under the terms of the Note, or otherwise available to Holder, the Company shall issue to Holder that
number of shares of Common Stock of
the Company equal to 100,000 per thirty (30) day period in which such Event of Default continues past the date of the Event
of Default (“Default Shares”), which number shall be prorated daily, so that, by way of
example, if an Event of Default occurs and is
continuing




    	 



    	 



    

for thirty-five (35) days, the number
of Default Shares shall be equal to 16,667 shares of Common Stock.


 


3. 
Conflicts. Other
than as specifically
set forth in
this Amendment, or
the context otherwise requires,
all of the
other terms and
conditions of the
Agreement shall continue
in full force and effect. To the extent of
a conflict between the terms and conditions set forth in the Agreement and this Amendment, the terms hereof shall
control.


 


IN WITNESS WHEREOF,
this Agreement is executed as of the day and year first written above.


 


HISPANICA INTERNATIONAL DELIGHTS OF AMERICA,


INC.


 


 


 


By:/s/ Fernando Oswaldo Leonzo Name:
Fernando Oswaldo Leonzo


Title: Chief Executive Officer


 


 


SHIRCOO, INC.


 


 


By:/s/ Masoud Toghraiem Name: Masoud
Toghraiem Authorized Signatory