THIS
NOTE HAS
NOT BEEN
REGISTERED UNDER
THE SECURITIES
ACT OF
1933, AS
AMENDED, OR
REGISTERED OR
QUALIFIED UNDER
ANY STATE
SECURITIES LAWS. 
THIS NOTE
MAY NOT
BE TRANSFERRED UNLESS
SO REGISTERED AND
QUALIFIED UNDER
ALL APPLICABLE
SECURITIES LAWS, OR
UNLESS SUCH REGISTRATION AND
QUALIFICATION ARE
NOT REQUIRED.




 


AMENDED
AND
RES
TATED
PROMIS
SORY
NOTE


 


$163,500.00October
12, 2016


 


FOR
VALUE RECEIVED,
the undersigned,
AINA LE’A,
INC.,
a Delaware
corporation (the”
Company”), hereby promises
to pay
to ADRIATIC
VENTURES, LLC, a
Delaware limited liability company, or
its assigns
(“Lender”),
prior to
or on
the
Maturity
Date
(defined


below),
subject to
acceleration as
set forth
herein, the
aggregate principal
amount of
One Hundred
and Sixty-Three Thousand
Five Hundred and
No/100 Dollars ($163,500.00) (such
amount, together
with the
amount of any
interest that
has accrued and
been added
to such Principal
Amount in
accordance with the
terms of this Note,
being referred
to as
the “Principal
Amount”), in
the manner
set forth
in Section
4, together
with interest
in like lawful
money at the interest
rate set forth
in Section 3.


 


1.                 
Defined Terms.
 For
purposes of
this Note,
the terms
listed below
shall have the
respective meanings set forth below:


 


1.1        
“business da
y”
means any
day other
than Saturday,
Sunday or a
legal holiday that
banks located
in Hawaii are not open
for business;


 


1.2        
“Common Stoc
k”
means the
Common Stock,
par value
$0.001 per
share, of the Company;


 


1.3        
“Maturity Date”
the earlier
of (i)
December 15,
2016 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.


 


2.                 
Amended and
Restatement.
 This
Note amends
and restates
that certain
Promissory Note
executed by the Company and
delivered to Lender on
June 29, 2016 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), as amended
by that
certain First Amendment
to Promissory
Note and
that certain
Second Amendment
to Promissory Note.


 


3.                 
Interest Rate.
The unpaid
Principal Amount
shall bear
simple interest
at an annual
simple interest rate
equal to seven
percent (7%), which
shall accrue
on a daily basis from the date
on which the
Principal Amount,
or a portion thereof,
has been loaned to the Company. Interest
shall be
computed on
the basis
of the
actual number of days
elapsed and a year of
365 days.


 


4.                 
Payment.  Payment
of interest
and principal
hereunder shall
be made
at the
business address of
the holder hereof.
 If the
payments to
be made
by the
Company shall be
stated to
be due on
a date which
is not a
business day, such
payment may
be made
on the
next succeeding


 



    	 



    	 



    

business
day, and
the interest
payment on
each such
date shall
include the
amount thereof
which shall
accrue during the
period of such
extension of time. All
payments hereunder shall
be applied first
against expenses
and indemnities, next
against any
unpaid accrued interest, and
next in reduction of
the outstanding Principal
Amount.


 


5.                 
Prepayments of
Principal or Interest.
The Company
may, at
any time
prior to the
Maturity Date,
prepay this
Note in full
and in
part.


 


6.                  Acceleration.  At Lender’s option, the entire unpaid portion of the
Principal Amount and all accrued
but unpaid interest represented by this Note will become due and payable upon written
notice of acceleration
given by Lender to the Company immediately prior to or following
any of the following (each, an “Event
of Default”): (a) the Company shall
fail to pay any portion of
the Principal Amount,
any interest on this Note or other sums
due hereunder, within fifteen(15
) calendar days after the same shall become
due and payable,
whether at the stated
date of
maturity or any accelerated date of maturity or at any other
date fixed for payment,
(b) liquidation or dissolution of the Company, or any other termination or winding-up
of its existence or
business, (c) appointment of
any receiver for the Company or
its assets, (d) assignment by
the Company for the
benefit of its creditors, (e) material breach by the Company of this Note that
is not cured within
fifteen (15) days’
notice thereof from Lender, (f)
institution by or against
the Company of insolvency,  receivership or bankruptcy
proceedings or
any other proceedings for the settlement of a
party’s debts, or (g) if this Note shall
be cancelled, terminated,
revoked or rescinded, or any action at law,
suit or in equity or other legal proceeding to cancel, revoke or rescind this Note shall
be commenced by
or on behalf of
the Company or
any of its
subsidiaries party thereto
or any of their respective stockholders,
or any court or
any other governmental or
regulatory authority or
agency of competent
jurisdiction shall make a determination
that, or issue a
judgment,  order, decree or ruling
to the effect
that, this Note is
illegal,  invalid or unenforceable
in accordance with the terms
thereof.


 


7.                 
Security.
 This
Note is
secured by
the personal
guaranty of
Robert J. Wessels,
pursuant to the
terms and conditions
of that certain
Personal Guarantee,
dated as of June
29, 2016 (“Persona l
Guarantee”).


 


8.                 
Representations and
Warranties. 
The Company
hereby represents
and warrants
to Lender
as follows:


 


8.1        
Organization,
Good Standing
and Qualification. 
The Company
is a
corporation duly
organized, validly existing and
in good standing
under the
laws of the
State of
Delaware and has all requisite
corporate power and authority
to carry on its business
as now conducted. The
Company has all
requisite corporate power and authority
to own and operate
its properties and
assets, to issue this
Note, and to perform its
obligations under, and carry
out the provisions
of, this Note.


 


		8.2	Authorization; Binding
Obligations; Governmental Consents.



 


(a)              
All corporate
action on
the part
of the
Company, its
officers, directors
and stockholders necessary
for the
authorization, execution
and issuance
of this
Note, and
the performance of
all obligations of
the Company
hereunder, have been
taken prior to
the date




    	 



    	 



    

hereof.  This Note is a valid and legally binding obligation of
the Company, enforceable in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other
laws of general application
affecting enforcement of creditors’
rights, and (ii)
as limited by laws relating
to the availability of specific performance,
injunctive relief, or other
equitable remedies.


 


(b)              
No consent,
approval, permit,
order or
authorization of,
or registration,
qualification, designation,
declaration or
filing with,
any federal,
state or local
governmental authority on
the part of
the Company
is required in connection
with the execution
and issuance of
this Note.


 


8.3        
Compliance with
Other Instruments.
Neither the
Company nor
any of
its subsidiaries
 are in violation or
default of
any provision
of its
Charter or
bylaws or
similar organizational documents,
or of
any mortgage,
indenture, contract, agreement,
instrument, judgment, order, writ,
decree or contract
to which it is a party or
by which it is bound
or, to the best of
Company’s knowledge, of
any provision
of any
federal or state statute,
rule or regulation applicable to the
Company or
any of
its subsidiaries, which
violation or
default could
reasonably be
expected to have
a material adverse
effect. The issuance
of this
Note will
not result in any
such violation or
be in conflict
with or
constitute, with or
without the passage
of time
or giving of
notice, either
a default under
any such
provision, instrument, judgment, order,
writ, decree or material
contract, or
result in the creation of
any mortgage,
pledge, lien, charge
or encumbrance
upon any
of the
properties or
assets of the
Company or
any of
its subsidiaries 
or the
suspension, revocation, impairment,
forfeiture, or
nonrenewal of any
permit, license,
authorization, or approval
applicable to the business,
operations or
any of
the assets or
properties the
Company or any
of its subsidiaries.


 


9.                 
Covenants. 
Unless Lender
shall otherwise
agree in
writing, the
Company covenants
and agrees that,
so long as this Note
is outstanding:


 


9.1        
Punctual Payment.
 The
Company will
duly and
punctually pay
or cause to
be paid
the principal
and interest under
this Note and
all other amounts provided
for in this Note, all
in accordance with
the terms
hereof;


 


9.2        
Defaults. The
Company will,
promptly upon
becoming aware
thereof, notify Lender
in writing
of any Event
of Default, together
with a
reasonably detailed
description thereof,
and the actions
the Company
proposes to
take with
respect thereto;


 


		10.	Waiver of
Presentment, Etc.
The Company
hereby, to
the fullest
extent permitted
by



applicable
law, waives
presentment, demand,
notice, protest,
and all
other demands
and notices
in connection with delivery, acceptance,
performance, default,
acceleration or enforcement
of or under
this Note.


 


11.              Amendment; Waivers.  Neither this Note nor any term hereof may
be waived, amended, discharged, modified, changed, or terminated orally, nor shall any waiver of any provision hereof be effective except by an instrument
in writing signed by
the party granting the waiver.  The failure of the holder hereof to
exercise any
of its rights, remedies, powers, or privileges hereunder in any instance will not
constitute a waiver thereof, or of any other right or
remedy,




    	 



    	 



    

and
no single
or partial
exercise of
any right
or remedy
shall preclude
any other
or further
exercise thereof
or of
any other
right or
remedy.


 


12.             
Payment of
Collection Costs.
The Company
will pay
on demand
all costs
of collection, including all
court costs
and reasonable
attorneys’ fees, paid
or incurred
by Lender in
enforcing this Note
after default.


 


13.             
Independent Responsibility;
No Alter
Ego. 
The Company,
for and
on behalf
of itself
and each of
its heirs, executors,
administrators, conservators, successors
and assigns,
agrees that the obligations of
the Lender
under this Note
or applicable 
law are the
sole, separate and
distinct obligations of the
Lender, that none of
the Lender’s managers, members,
officers, employees, directors,
parents, sisters,
subsidiaries, shareholders,
affiliates, partners,
agents, attorneys, insurers,
accountants, heirs,
executors, administrators,
conservators, successors or
assigns is responsible in any
manner whatsoever
for the
debts, liabilities
or obligations of
the Lender,
and that none of
the Lender’s managers, members,
officers, employees, directors,
parents, sisters, subsidiaries,
shareholders, affiliates, partners,
agents, attorneys,
insurers, accountants,
heirs, executors,
administrators, conservators, successors
or assigns
is an alter-ego of
the Lender
or is in
any manner vicariously, 
derivatively or otherwise
liable for the
debts, liabilities
or obligations of
the Lender.


 


14.             
GOVERNING LAW.
THIS NOTE
WILL BE
GOVERNED BY
AND INTERPRETED
AND CONSTRUED
IN ACCORDANCE WITH
THE INTERNAL
LAWS OF
THE STATE
OF HAWAII
(WITHOUT REFERENCE
TO PRINCIPLES
OF CHOICE
OF LAW).


 


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REMAINDER OF THIS
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INTENTIONALLY LEFT
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IN
WITNESS,
WHEREOF,
the Company
has executed
and delivered
this Promissory
Note as an instrument under
seal as of the
date first above written.


 





	AINA LE’A, INC.
	 	 
	By:	/S/
	Name:	Robert Wessels 
	Title:	CEO