NOTE PURCHASE
AGREEMENT


 


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”).


 


WHEREAS,
the Company desires
to sell
to the Purchasers,
and each of the Purchasers, severally and not jointly,
desire to purchase
from the Company,
a Secured Convertible Promissory Note in the principal
amount set forth opposite each Purchaser’s name on the signature page attached
hereto (each a “Note” and together, the “Notes”); 


 


WHEREAS,
the aggregate principal amount of Notes to be offered and sold to Purchasers under the terms of this Agreement is $700,000;
and


 


WHEREAS,
the Company
and the
Purchasers are
executing and
delivering this
Agreement in
reliance upon
the exemption from
securities registration
afforded by
the provisions of
the Securities
Act of
1933, as amended
(the “1933 Act”), and
the rules and
regulations promulgated
by the Securities
and Exchange Commission (the “SEC”)
thereunder.


 


NOW,
THEREFORE, in
consideration of
the premises
and mutual
covenants and
obligations hereinafter
set forth
and other
good and
valuable consideration,
the receipt and
sufficiency of which
are hereby acknowledged,
the Company and
each of the Purchasers, intending
to be legally bound, hereby agree, severally
and not jointly, as follows:


 


ARTICLE
I PURCHASE AND
SALE OF NOTE


1.1. 
Authorization
of Note.
The Company has
authorized the issuance of the
Notes.


 


1.2.  
Agreement to
Sell and
Purchase the Notes.
Subject to
the terms
and conditions
hereof, the
Company agrees
to issue and
sell to
the Purchasers,
and the
Purchasers agree
to purchase from
the Company,
severally and not jointly, at Closing (as
defined below),
the Notes in the principal amount set forth opposite each Purchaser’s name
on the signature page attached hereto (“Purchase
Price”) in the total aggregate principal amount of $700,000. This
purchase commitments are made in accordance
with and subject to the terms
and conditions described
in this Agreement. The terms of each Note shall be as
set forth in the form
of Note attached hereto as Exhibit A (the
“Form of Note”).


 


1.3.  
Delivery of
Notes.
The Purchasers
hereby authorize and
direct the
Company, at each
Closing, to
deliver the
Notes to be issued
to each Purchaser
pursuant to this
Agreement to
each Purchaser’s
address indicated on the
signature page hereto.


 


1.4.  
Conversion.The Notes shall be convertible into shares of the Company’s
common stock, $0.001 par value (the “Conversion Shares”), on such terms set forth in the Form of Note.


 


1.5.  
Redemption.The Notes may be redeemed at any time prior to
the Maturity Date, as such term is defined in each Note, without prepayment penalty, on such terms set forth in the Form of Note.


 


1.6.  
Closings. The closing
with respect
to the transactions
contemplated by
this Agreement shall occur at such times as determined by the Company from time to time, until such time as the Company
has issued Notes in the aggregate principal amount of $700,000 (each, a
“Closing”). Each Closing shall take place at
the offices of the Company, or such other time
and place as agreed to by the Company and each Purchaser.


 


ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES OF
THE PURCHASERS; ACCESS
TO INFORMATION; INDEPENDENT INVESTIGATION


 


Each Purchaser
hereby represents and warrants
to the Company, severally and not jointly, as follows:


 


2.1.  
Reliance on
Exemptions.
The Purchaser
acknowledges that
the offering
and sale
of the Notes (the
“Offering”) has
not been
reviewed or
recommended by
the SEC or
any state agency
because the Offering
is intended
to be a
nonpublic offering
exempt from
the registration
requirements of
the 1933 Act
and state
securities laws.
The Offering is being
made solely to “accredited investors,” as
defined in Rule 501 of Regulation D promulgated
under the 1933 Act. The Purchaser understands that the Company
is relying upon the truth and accuracy
of, and the Purchaser’s
compliance with, the representations,
warranties, agreements, acknowledgments
and understandings of the Purchaser set forth
herein in
order to determine
the availability of such
exemptions and
the eligibility of
the Purchaser to acquire the Notes.


 


2.2.  
Investment Purpose.
The Purchaser
represents that the Notes are
being purchased
for its own
account, for
investment purposes
only and
not with a
view to distribution
or resale
to others
in contravention
of the registration
requirements of
the 1933 Act.
The Purchaser
agrees that
it will not
sell or
otherwise transfer
the Notes, unless they are
registered under
the 1933 Act or unless an exemption
from such registration
is available.


 


2.3.   
Accredited Investor.
The Purchaser
represents and
warrants that
it is an “accredited
investor” as
such term
is defined
in Rule 501
of Regulation
D promulgated
under the
1933 Act
and that it is able
to bear the
economic risk of
any investment in the Notes. The Purchaser
further represents and warrants
that all information provided to the
Company by the Purchaser
is accurate and complete in all
material respects.


 


2.4. 
Loss of
Investment; Sophisticated
Investor. The Purchaser
recognizes that the
purchase of
the Notes involve
a high
degree of
risk in that:
(i) an
investment in
the Company is
highly speculative
and only
investors who can
afford the
loss of their
entire investment should
consider investing in
the Company and
the Notes; (ii)
transferability of the Notes is
limited; and
(iii) the Company
may require
substantial additional funds to
operate its business and
there can be
no assurance that
any other funds will
be available to
the Company, in addition
to all of the
other risks to which the Company
may be subject. The Purchaser is an expert and
sophisticated investor and has such knowledge
and experience in financial
and business matters so as
to enable the Purchaser to utilize
the information
made available to
the Purchaser in connection
with the Notes to
evaluate the merits and
risks of an investment in the Notes,
and to make an informed investment decision
with respect thereto.
The Purchaser has consulted with its
own legal and
tax and other relevant experts and
is not relying on the Company with respect
to the tax, economic or any
other considerations of an investment
in the Company or in the Notes.
The Purchaser recognizes that an investment
in the Company involves substantial risks, including loss of the entire
amount of such investment,
and has taken full cognizance
of and understands
all of the risks
related to the purchase
of the Notes.


 


2.5.                           
Information. The
Purchaser acknowledges
careful review
of this Agreement
and all
exhibits hereto
(collectively, this
“Agreement”), and
hereby represents
that: (i) the
Purchaser has been
furnished by
the Company during the
course of this transaction
with all information regarding
the Company which it has requested;
and, (ii) the Purchaser has been afforded
the access and the opportunity
to ask questions of and receive
answers from duly authorized
officers of the Company concerning the
Company, the terms and
conditions of the Offering, and any additional
information which it has requested.


 


2.6.   
No Representations.
Except for
the representations
and warranties
of the Company
contained herein
and in
the Notes, the
Purchaser hereby acknowledges
and agrees
that no oral
or written representations
or warranties of
any kind have been made
to the Purchaser by
the Company or any agent,
employee or affiliate of the Company
and in entering into this transaction
the Purchaser is not relying on any
information other than the results
of independent investigation by
the Purchaser.


 


2.7.   
Tax Consequences. The
Purchaser acknowledges
that the Offering
may involve
tax consequences
and the
Company are not
providing any
tax advice
or information.
The Purchaser acknowledges
that it must retain its own professional
advisors to evaluate the tax and
other consequences of an investment in
the Notes.


 


2.8.   
Transfer or
Resale.
The Purchaser
will not sell
or otherwise
transfer the Notes
without registration
under the
1933 Act
or applicable
state securities
laws, or pursuant
to an
exemption therefrom.
The Purchaser understands
that Rule 144
promulgated under
the 1933 Act
sets forth
certain restrictions
on the ability to
resell securities
without having
to satisfy the registration
requirements under the 1933 Act. The
Purchaser consents that the Company may,
if it desires, permit the transfer of the
Notes out of the Purchaser’s name only when the Purchaser’s
request for transfer is accompanied by
an opinion of counsel reasonably satisfactory
to the Company that neither the sale nor the proposed transfer results
in a violation of the 1933 Act or any
applicable state “blue sky”
laws.


 


2.9.  
State
Securities
Laws; Legends.
The Purchaser
agrees and
acknowledges that the Notes
will bear a legend substantially
in the form presented below:


 


THIS
SECURITY HAS
NOT BEEN
REGISTERED UNDER
THE UNITED
STATES SECURITIES
ACT OF
1933, AS AMENDED
(THE “SECURITIES
ACT”), OR
ANY STATE SECURITIES
LAWS. THIS SECURITY
MAY NOT
BE SOLD, OFFERED
FOR SALE, PLEDGED
OR HYPOTHECATED OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO
SUCH SECURITY UNDER
THE SECURITIES ACT OR AN AVAILABLE
EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
ANY SUCH TRANSFER
MAY ALSO BE SUBJECT TO COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS.


 


2.10.  
No General
Solicitation. The Purchaser
represents that
the Purchaser
was not
induced to invest
by any
form of
general solicitation
or general
advertising including, but
not limited to,
the following:
(i) any
advertisement, article,
notice or other communication
published in any
newspaper, magazine or similar
media or broadcast over the news
or radio; and (ii) any
seminar or meeting whose attendees
were invited by any general
solicitation or advertising.


 


2.11.   
Authorization; Enforcement;
Validity. If
the Purchaser
is a corporation,
partnership, trust,
or other entity,
the Purchaser
represents and
warrants that:
(a) it is
authorized and
otherwise duly qualified
to purchase and
hold the Notes; and
(b) that this Agreement
has been
duly and validly authorized,
executed and
delivered and constitutes the
legal, binding and
enforceable obligation of the
undersigned.


 


2.12.   
No Conflicts. If
the Purchaser
is a corporation,
partnership, trust, or
other entity,
Purchaser represents
and warrants
that the execution
and delivery
by the
Purchaser of
this Agreement
will not result
in any
violation of,
or be in conflict
with, or constitute
a default
under, the organizational
documents of such entity, any
agreement or instrument to which
such entity is a party or by which
such entity or its respective properties
are bound, or
any judgment, decree, order or,
to its knowledge, any statute,
rule or regulation applicable to such
entity.


 


2.13. 
Address. The Purchaser
hereby represents that the
address of the Purchaser
furnished by
Purchaser at
the end
of this
Agreement is
the undersigned’s
principal residence if
the Purchaser is
an individual or its principal
business address if it is a
corporation or other entity.


 


2.14.  
Authority of
Signatory. Any
person executing
this Agreement
on behalf
of Purchaser
represents and
warrants that
he or she
is duly authorized
to enter
into and
execute this
Agreement on
behalf of the Purchaser.


 


ARTICLE
III


 


REPRESENTATIONS
AND WARRANTIES OF
THE COMPANY


 


The
Company represents
and warrants to the Purchasers
as follows:


 


3.1. 
Legality. The
Company has
the requisite
corporate power
and authority
to enter into
this Agreement
and to
issue and
deliver the Notes.
The execution
and delivery
of this Agreement
and the
issuance and
delivery of
the Notes hereunder and
the consummation
of the transactions
contemplated hereby have been
duly and validly authorized
by all necessary corporate
action by the
Company. This Agreement
has been
duly and
validly executed and
delivered by
and on behalf
of the Company and
is the valid and binding agreement
of the Company, enforceable
against the Company in accordance with its terms, except
as enforceability may
be limited by general equitable principles,
bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws
affecting creditors’ rights
generally.


 


3.2.   
Organization. The
Company is a
corporation duly organized,
validly existing and
in good
standing under the
laws of
Delaware and
is duly qualified
as a
foreign corporation
in all jurisdictions where
the failure to be so
qualified would have a materially adverse
effect on its business.


 


3.3.   
Non-Contravention/Third Party
Consents. Neither
the execution
and delivery
of this Agreement,
the issuance of
the Notes nor the
consummation of the
transactions contemplated
by this Agreement
conflicts with or results in a breach
by the Company of any
of the terms or provisions of,
or constitutes a default under,
the Articles of Incorporation or by-laws
of the Company, or any indenture, mortgage,
deed of trust or other material agreement
or instrument to which the Company is a party or
by which
it or any of its properties
or assets are bound,
or any existing applicable
Federal or State
law, rule,
or regulation
or any applicable decree,
judgment or order
of any court,
Federal or State regulatory body,
administrative agency or other domestic governmental
body having jurisdiction over the Company
or any of its properties or assets,
except for such conflicts, breaches
or defaults as
would not have
a material adverse
effect on
the Company’s
business.  To the
extent that any third-party consent
is necessary, the Company will obtain such
consent prior to the Closing.


 


ARTICLE
IV


COVENANTS


4.1Use
of Proceeds. The Company shall use the net proceeds from the issuance of the Note solely for general working capital purposes.


 


4.2Equity
Participation Right. As additional consideration to the Purchasers
for the purchase of the Notes, during the period from each Closing until the principal amount of the Note purchased by the applicable
Purchaser (the “Equity Participation Period”), each Purchaser shall have the right (but not the obligation)
to purchase from time to time during the Equity Participation Period any securities offered by the Company during the Equity Participation
Period to third parties (“Equity Participation Right”); provided, however, such Equity Participation
Right shall only apply with respect to up to fifty percent (50%) of the principal amount of such Note purchased by the Purchaser.



 


ARTICLE
V


MISCELLANEOUS


 


5.1       
Notice. Any
notices, consents,
waivers or
other communications required
or permitted
to be given
under the
terms of this
Agreement must
be in writing
and will
be deemed
to have
been delivered:
(a) upon receipt, when delivered
personally; (b) upon receipt,
when sent
by facsimile (provided confirmation
of transmission is mechanically or electronically generated
and kept on file by
the sending party); or (c)
one (1) business day after deposit
with an overnight courier
service, in each case properly
addressed to the party to receive the same.
The addresses and facsimile numbers for
such communications shall be:


 


If to the Company:Hispanica
International Delights of America, Inc.


575 Lexington Avenue,
4th Floor


New York, NY 10022


Attention: Fernando
Oswaldo Leonzo


Tel. No.:
914-413-6106


Fax No.: 516-223-2894


 


If
to the Purchasers:At
such address set forth opposite each Purchaser’s name on the signature page attached hereto. 


 


or
to such other
address and/or
facsimile number
and/or to
the attention
of such other
person as specified
by written
notice given
to the Company
five (5) days
prior to
the effectiveness
of such change.


 


5.2     
Entire Agreement;
Amendment.
This Agreement, along
with the Notes, supersedes
all other
prior oral
or written
agreements between
the Purchasers,
the Company, their
affiliates and
persons acting
on their behalf with respect
to the matters discussed herein, and
this Agreement and the Notes contain
the entire understanding of the parties
with respect to the matters covered
herein and therein and,
except as specifically
set forth herein or therein,
neither the Company nor the Purchasers
make any representation, warranty,
covenant or undertaking with respect
to such matters. No provision of this Agreement
may be amended or waived other
than by an instrument
in writing signed
by the Company and the undersigned.


 


5.3      
Severability. If
any provision
of this Agreement
shall be invalid
or unenforceable
in any
jurisdiction, such
invalidity or
unenforceability shall not
affect the
validity or enforceability
of the remainder
of this Agreement in that jurisdiction
or the validity or enforceability of any
provision of this Agreement in any other
jurisdiction.


 


5.4       
Governing Law;
Jurisdiction; Jury
Trial. All questions
concerning the construction,
validity, enforcement
and interpretation
of this Agreement
shall be governed
by the
internal laws
of the State
of New
York, without giving effect
to any choice of law
or conflict of
law provision
or rule (whether of the State of New
York or any other jurisdictions) that
would cause the application
of the laws of any
jurisdictions other than the State
of New
York. Each
party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal
courts sitting in the Southern
District of New York, for the
adjudication of any
dispute hereunder or in connection herewith or with any
transaction contemplated hereby
or discussed
herein, and
hereby irrevocably waives,
and agrees
not to assert
in any suit, action or proceeding,
any claim that
it is not personally subject to the
jurisdiction of
any such court, that such suit,
action or proceeding
is brought in an inconvenient
forum or that the venue of such suit,
action or proceeding is improper. Each party
hereby irrevocably waives personal
service of process
and consents
to process
being served in
any such
suit, action or
proceeding by mailing a copy thereof to such party
at the address
for such notices to it under
this Agreement and
agrees that such service shall constitute
good and sufficient service
of process and notice thereof.
Nothing contained herein shall be deemed
to limit in any way any
right to serve process in any
manner permitted by
law. Each party
hereby irrevocably waives any
right it may have, and agrees
not to request, a jury trial for the adjudication
of any dispute hereunder or in connection
with or arising out of this Agreement
or any transaction contemplated hereby.


 


5.5       
Indemnification. Each
Purchaser agrees,
severally and not jointly, to indemnify
and hold
harmless the
Company, any
agents and
each of
their respective
officers, directors,
employees, agents,
attorneys, control
persons and
affiliates from
and against
all losses,
liabilities, claims,
damages, costs,
fees, and expenses whatsoever
(including, but not limited
to, any and
all expenses incurred
in investigating, preparing
or defending against any litigation
commenced or threatened) based upon or
arising out of any breach
by the Purchaser of any
representation, warranty, covenant
or agreement made by the Purchaser
herein.


 


The
Company agrees
to indemnify and
hold harmless the
Purchasers, any
agents and
each of
their respective
officers, directors,
employees, agents,
attorneys, control
persons and
affiliates from
and against
all losses,
liabilities, claims,
damages, costs,
fees, and
expenses whatsoever
(including, but not limited to, any
and all expenses incurred in investigating,
preparing or defending against any
litigation commenced or
threatened) based upon or arising
out of any actual or alleged false
acknowledgment, representation or warranty,
or misrepresentation or omission to state a material
fact, or breach of
the Company of any
covenant or agreement
made by the Company herein or
in any other document delivered
by or on behalf of the Company in
connection with this Agreement.


 


5.6      
Headings. The headings
of this Agreement
are for convenience
of reference and
shall not form
part of, or affect the
interpretation of, this Agreement.


 


5.7      
Successors and
Assigns. This Agreement
shall be binding
upon and
inure to the
benefit of
the parties and
their respective
successors and
assigns. No
party may
assign this Agreement
or any rights
or obligations
hereunder without the
prior written consent of the Company.


 


5.8      
No Third-Party
Beneficiaries. This Agreement
is intended
for the benefit
of the parties
hereto and
their respective
permitted successors
and assigns,
and is
not for the
benefit of,
nor may
any provision hereof be enforced
by, any
other person.


 


5.9       
Survival.  The representations
and warranties of the Company and the
Purchasers contained in
Articles II
and III
and the
agreements set
forth in
this Article V
shall survive for
a period of
one year
after the Closing.


 


5.10        
Further Assurances.
Each party
shall do
and perform,
or cause to
be done and
performed, all
such further
acts and
things, and
shall execute
and deliver
all such
other agreements, certificates,
instruments and
documents, as
the other party may
reasonably request
in order to carry out
the intent and
accomplish the
purposes of
this Agreement
and the
consummation of
the transactions contemplated
hereby.


 


5.11      
No Strict
Construction.
The language
used in this
Agreement will
be deemed to
be the
language chosen
by the
parties to
express their
mutual intent,
and no
rules of
strict construction
will be applied against any
party.


 


5.12      
Legal Representation.
Each Purchaser acknowledges
that: (a) it
has read
this Agreement
and the
exhibits hereto;
(b) it has
either been
represented in
the preparation,
negotiation, and
execution of
this Agreement
by legal
counsel of
its own choice,
or has chosen
to forego
such representation
by legal
counsel after
being advised to
seek such
legal representation; and
(c) it understands the terms and
consequences of this Agreement
and is fully aware
of its legal
and binding effect.


 


5.13        
Confidentiality. Each
Purchaser agrees
that it shall
keep confidential
and not
divulge, furnish
or make accessible
to anyone,
the confidential information
concerning or
relating to
the business
or financial
affairs of the
Company to which
it has
become privy by reason
of this Agreement until such information
has been publicly
disclosed by the Company or until
such information is
no longer
material; provided,
however, that
each Purchaser
may disclose any such confidential information
(i) as has
become generally available
to the public, other than
as a result
of a breach of this Section
4.13 by the Purchaser, (ii) to the Purchaser’s
members, managers, equity
holders, agents and
professional advisors
who need
to know such
information and
agree (or
are under
a duty) to keep
it confidential, and
(iii) to the extent
disclosure is necessary in order to
comply with any law, order, regulation, ruling,
summons or subpoena applicable to the
Purchaser, provided (x) each Purchaser
shall, to the extent practicable, give
the Company notice of such request and
shall cooperate with the Company, at
its request and expense, to seek a protective
or similar order, and (y) in the absence
of such order, shall furnish only that portion of the information which,
in accordance with the advice of counsel,
is legally required to be furnished.


 


5.14      
Counterparts. This
Agreement may
be executed
in two or
more identical counterparts,
all of
which shall
be considered
one and
the same agreement
and shall
become effective
when counterparts have
been signed by each
party and delivered
to the other party; provided, that a facsimile
signature or counterpart
delivered by
other electronic
transmission (such
as electronic
mail of .pdf files),
shall be considered
due execution and
shall be binding
upon the signatory
thereto with the
same force
and effect
as if
the signature
were an
original, not
a facsimile
signature or
counterpart delivered by other electronic
transmission.


 


[Signature
Page
Follows]




    	 



    	 



    

IN
WITNESS WHEREOF,
the parties hereto
have executed and
delivered this Agreement as
of the date first
above written.


 


HISPANICA INTERNATIONAL
DELIGHTS OF AMERICA, INC.


 


 


By:__________________________________


Name: Fernando
Oswaldo Leonzo


Title:
Chief Executive Officer


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF PURCHASERS FOLLOW]




    	 



    	 



    

 


	
        [NAME OF PURCHASER]

         

         

        By:_________________________

        Name:

        Title:

         

        Note Principal Amount: $_________

         

	
        Status (check boxes as applicable):

         

        o
        Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

         

        o
        Purchaser is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. 

         

	
        Address for Notice:

         

         

	 


 


 


 




    	 



    	 



    

 


EXHIBIT A


 


FORM
OF NOTE