MamaMancini’sHoldings, Inc. 25Branca Road EastRutherford, NJ

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:

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

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.

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