FIRST
AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY
NOTE (this "Amendment:"), is made to be effective as of the _ day of January, 2017, by ADRIATIC VENTURES, LLC, a
Delaware limited liability company, or its assigns ("Lender"), and AINA LE'A, INC., a Delaware corporation (the
"Company").


 


WHEREAS,
on June 29, 2016, the Company executed and delivered to Lender a certain Promissory Note (the “Note") evidencing a loan
from Lender to Borrower in the original principal amount of up to Four Hundred Thousand and No/100 Dollars ($400,000.00);


 


WHEREAS,
on December 15, 2016, the Company and Lender amended and restated the Note to, among other things, evidence that Lender advanced
to the Company One Hundred Sixty Three Thousand and Five Hundred Dollars ($163,500.00) (the "Borrowing"), and
to provide that the Borrowing is the maximum amount Lender may advance to the Company; and


 


WHEREAS,
the Company and Lender desire to amend the Note in order to extend the Maturity Date of the Note, as set forth hereinbelow.


 


NOW,
THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Company and Lender agree as follows:


 


1.           
Unless otherwise set forth herein, all defined terms used in this Amendment shall have the meanings given to such
terms in the Note.


 


2.           
The definition of the defined term "Maturity Date" in Section 1.3 of the Note is hereby deleted in its
entirety and replaced with the following:


 


"Maturity
Date:" means the earlier of (i) March 1, 2017 or (ii) the date of the closing of a firmly underwritten public offering pursuant
to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock
for the account of the Company."


 


3.           
Concurrently with the execution of this Amendment, the Company agrees to pay to Lender a fee equal to three percent
(3%) of the Prior Advance (the "Extension Eee"). The Extension Fee shall be funded by Lender under the Note and
shall automatically constitute principal outstanding thereunder and cause a corresponding increase in the Principal Amount.


 


		4.	The Company hereby acknowledges and agrees for the benefit of Lender that:



 


(i)                
The Note is hereby ratified and reaffirmed and, except as expressly amended hereby, remains in full force and effect; and


 


(ii)             
The Note (as amended hereby) constitutes a valid and legally binding obligation of the Company and is enforceable against
the Company in accordance with its terms.


 




    	 



    	 



    

5.           
This Amendment may be executed in any number of counterparts, each of which when taken together shall comprise a
single instrument.


 


		6.	This Amendment shall be governed by the laws of the State of Hawaii.



 


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IN WITNESS WHEREOF, the parties
have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first
above written.


 


LENDER:


 


ADRIATIC VENTURES, LLC


 


 


By: 


Steven T. Anapoell


Manager


 


 


 


COMPANY:


 


AINA
LE'A, INC.


 


 


By: /s/ Robert Wessels


Robert Wessels


President and Chief Executive Officer