MamaMancini’s
Holdings, Inc.


25
Branca Road


East
Rutherford, NJ


 


October
29, 2015


 


Manatuck
Hill Partners LLC


1465
Post Road


East
Westport, CT 06880


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Securities Purchase Agreement, dated December 19, 2014 (as amended, the “Purchase Agreement”),
by and between MamaMancini’s Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”),
and Manatuck Hill Partners, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Manatuck
Hill”), pursuant to which that certain Convertible, Redeemable Debenture, dated December 19, 2014 (as amended, the “Debenture”),
was issued by the Company in favor of Manatuck Hill Scout Fund, LP, a limited partnership organized and existing under the laws
of the State of Delaware (and together with Manatuck Hill, “Manatuck”), in the principal amount of Two Million
United States Dollars (US$2,000,000). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed
to them in the Purchase Agreement.


 


We
hereby propose that, effective immediately, the Debenture shall be amended as follows:


 


	 	1.	The
    definition of “Maturity Date” shall mean “December 19, 2016”; and
	 	 	 
	 	2.	The
    interest payment of Two Hundred Eighty Thousand United States Dollars (US$280,000) which is due on December 19, 2015 shall
    be amended such that a payment of Sixty Thousand United States Dollars (US$60,000) shall be due and payable by the Company
    on November 19, 2015, which such payment shall be applied to interest, and the remaining Two Hundred Twenty Thousand United
    States Dollars (US$220,000), which would otherwise be due and payable on December 19, 2015, shall instead be added to the
    principal balance of the Debenture and due on the Maturity Date.


 


In
consideration of the foregoing, effective immediately, the Company hereby agrees as follows:


 


	 	1.	Two
    Hundred Thirty Thousand (230,000) shares of the Company’s common stock which are current owned by Manatuck Hill shall
    be immediately purchased by the Company for the purchase price of $0.65 per share, for an aggregate purchase price of One
    Hundred Forty Nine Thousand Five Hundred United States Dollars (US$149,500), which such amount shall be immediately added
    to the principal balance of the Debenture and due on the Maturity Date.
	 	 	 
	 	2.	An
    amendment fee of One Hundred Seventy Thousand Five Hundred United States Dollars (US$170,500) shall be paid by the Company
    to Manatuck Hill in consideration of the amendment granted hereby, which such amount shall be immediately added to the principal
    balance of the Debenture and due on the Maturity Date.


 




    	 



    	 	 	 



    

 


The
Company and Manatuck hereby acknowledged and agree that, following the execution hereof and in consideration of the foregoing,
the total aggregate principal balance of the Debenture shall be Two Million Five Hundred Forty Thousand United States Dollars
(US$2,540,000). The amended Debenture shall accrue interest at a 14.0% rate upon signing of this agreement.


 


Except
as hereby or heretofore amended or supplemented, the Purchase Agreement and the Debenture shall remain in full force and effect
in accordance with its original terms and conditions.


 


If
the foregoing correctly sets forth your and our understanding, please execute the enclosed copy of this letter in the spaces provided
below and return such fully executed copy to the undersigned as soon as possible.


 


This
amendment letter may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same instrument. An executed facsimile, “pdf” or
similar signed copy of this amendment letter shall be deemed to be a valid and binding agreement between the parties hereto.


 


[signature
page follows]


 




    	 



    	 	 	 



    

 


	 	Very
    truly yours,
	 	 
	 	MAMAMANCINI’S
    HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	Carl Wolf
	 	Title:	Chief Executive
    Officer


 


	CONSENTED
    AND AGREED:	 
	 	 
	MANATUCK
    HILL PARTNERS, LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	MANATUCK
    HILL SCOUT FUND, LP	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title: