Ex 10-1





 







Exhibit 10.1


 



AMENDMENT NO. 1

 



TO

 



NOTE PURCHASE AGREEMENT

 


 


This
Amendment No. 1 to Note Purchase Agreement (this
“Amendment”) is
made as of November 03, 2017 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 Shircoo, Inc., a California corporation, with its
principal place of business at 2350 E. Allview Terrace, Los
Angeles, CA 90068 (the “Purchaser”).

 


 


WHEREAS, the Company entered into a Note
Purchase Agreement, dated September 25, 2017 (“Agreement”), pursuant to which
the Company agreed to sell to the Purchaser, and the Purchaser
desired to purchase from the Company, a Secured Promissory Note in
the principal amount of $650,000 (the “Note”); and


 


WHEREAS, the parties desire to amend the
Agreement, pursuant to which the Company shall issue an additional
Secured Promissory Note to Purchaser in the principal amount of
$175,000 (“Additional
Note”), resulting in an aggregate of $825,000 being
issued under the terms of the Agreement, on the terms and
conditions set forth in this Amendment (the “Note” and “Additional Note” are sometimes
referred to herein jointly as the “Notes”).


 


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 the
Purchaser, intending to be legally bound, hereby agree as
follows:

 


 



AGREEMENT

 

1.1    
Agreement to Sell and Purchase the
Notes. Sections
1.2 and 1.5 of the Agreement are hereby amended and restated in
their entirety as follows:

 


 

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
Purchaser and the Purchaser agrees to purchase from the Company,
(i) at the Closing (as defined below), the Note for a purchase
price equal to $650,000; and (ii), on or before two (2) business
days from the date of this Amendment, an Additional Note for a
purchase price equal to $175,000. The purchase commitment with
respect to the Note is made in accordance with and subject to the
terms and conditions described in this Amendment, and the purchase
commitment with respect to the Additional Note is subject to the
accuracy of the representations of the Company on the date hereof.
The terms of the Note shall be as set forth in the form of Note
attached hereto as Exhibit
A (the “Form of
Note”), and the terms of the Additional Note shall be
as set forth in the form of Additional Note attached hereto as
Exhibit
B.


 

1.5.   
Issuance of Common
Stock.  As additional consideration for the purchase of
the Note, the Company shall issue to Purchaser, at Closing,
1,500,000 shares of the Company’s common stock, $0.001 par
value (the “Shares”), and as additional
consideration for the purchase of the Additional Note, the Company
shall issue to Purchaser an additional 800,000 Shares, all of which
Shares shall be restricted from resale except in compliance with
the 1933 Act.


 

1.2
    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, the parties hereto
have executed and delivered this Amendment as of the date first
above written.

 


 


HISPANICA
INTERNATIONAL DELIGHTS OF AMERICA, INC.


 


By:
/s/
Fernando
Oswaldo Leonzo


Name:
Fernando Oswaldo
Leonzo


Title:
Chief Executive Officer


 


PURCHASER


SHIRCOO,
INC.

 


By:
/s/ Masoud
Toghraie



Name:
Masoud Toghraie


Authorized
Signatory Purchase Price: $825,000

 


PURCHASER
NOTIFICATION INFORMATION


 


Street
Address: 2350 E. Allview Terrace


City,
State, Zip: Los Angeles, California 90068


Attention: Masoud
Toghraie

 


Phone:
323-244-9955


 


 




 








 






 


EXHIBIT
A


 

 


FORM
OF NOTE


 


 


 




 








 






 


EXHIBIT
B


 

 


FORM
OF ADDITIONAL NOTE