THE
ISSUE PRICE OF THIS NOTE IS $600,000.00 (THE “ISSUE PRICE”).


THE
ISSUE DATE OF THIS NOTE IS MAY 16, 2016. fAl 


 


HELPFUL
ALLIANCE COMPANY





 






(Exact
name of the Issuer as specified in its charter)


 


RESTATED
AND AMENDED ISSUE SECURED PROMISSORY NOTE 


 


MATURITY
DATE: JUNE 30, 2016 


 





 



 


	US$600,000
    	May
    16, 2016 


 


FOR
VALUE RECEIVED, Helpful Alliance Company, a Florida Corporation (“Borrower”) hereby
promises to pay to Zimas LLC, a Florida Limited Liability Company the registered holder
(“Holder”) of this Secured Promissory Note (this “Note”), the principal
sum of Six Hundred Thousand 00/100 U.S. Dollars (“Principal Amount”) on the Maturity Date as
defined above in accordance with the Loan Extension and Amendment Agreement between the Borrower and the Holder dated April
29, 2016 (“Amendment”), and to pay interest on the outstanding Principal Amount at the rate of
10.0% per year (computed on the basis of the actual number of days elapsed under the Loan and a year of 365 days) accruing on
quarterly basis starting from May 16, 2016, the date of the issuance of this Note (the “Issue
Date”), until payment in full of the Principal Amount has been made or duly provided for under Section 2(a) and
Section 2(b) of the Amendment (whether before or after the Maturity Date).


 


The
Interest to accrue hereunder through June 30, 2016 shall be payable in cash funds, immediately available to the Lender, within
30 Business Days from the end of Maturity Date (the “Interest”).


 


Notwithstanding
any other provision hereof, the Interest paid or becoming due hereunder and any other payments hereunder which may constitute
interest shall in no event exceed the maximum rate permitted by applicable law.


 


This
Note is being issued pursuant to the terms of the Loan Agreement between the Borrower and the Holder dated March 31, 2013 (“Loan
Agreement”) and the Amendment, to which the Borrower and the Holder are participating parties. Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement and Amendment.


 




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This
Note is subject to the following additional provisions:


 


	1.	The
    term “Maturity Date” shall mean the earlier of (x) June 30, 2016 or (y) the date of repayment of
    the Principal Amount by the Borrower to the Lender as evidenced by the Lender’s bank statements. 
	 	 
	2.	Payment.
    Prepayment Prior to Maturity Date. This Note may be prepaid in whole or in part at any time prior to the Maturity
    Date, without penalty; provided, however, that the Borrower shall provide a thirty (30) day advance notice of
    prepayment to the Holder. All payments contemplated hereby shall be made in immediately available good funds of United States
    of America currency by wire transfer to an account designated in writing by the Holder to the Borrower (which account may
    be changed by notice similarly given). For purposes of this Note, the phrase “date of payment” shall
    mean the date good funds are received in the account designated by the notice which is then currently effective. 
	 	 
	3.	Default
    Due To Non-Payment. The Borrower shall be in default hereunder if any payment is not made in a timely manner,
    without any right to cure unless such right to cure is expressly granted by the Holder in writing in each instance; provided,
    however, that the grant of such right is in the sole discretion of the Holder and may be withheld for any reason or for no
    reason whatsoever. 
	 	 
	4.	Borrowers
    Obligation Is Absolute. Subject to the terms of the Loan Agreement, no provision of this Note shall alter or impair
    the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at
    the time, place, and rate, and in the coin or currency, as herein prescribed. This Note is a direct obligation of the Borrower.
    
	 	 
	5.	Collateral.
    See the Loan Agreement and the Amendment between the Borrower and the Holder dated as of March 31, 2013 and April 29, 2016,
    respectively.
	 	 
	6.	Jurisdiction.
    This Note shall be governed by and construed in accordance with the laws of the State of Florida. Each of the parties
    consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the County of Broward or
    the state courts of the State of Florida sitting in the County of Fort Lauderdale in connection with any dispute arising under
    this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on
    forum non coveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such
    court, the Borrower shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in enforcement
    of or protection of any of its rights under any of this Note. 
	 	 
	7.	Waiver
    of Jury Trial. The Borrower and the Holder hereby waive a trial by jury in any action, proceeding or counterclaim
    brought by either of the Parties hereto against the other in respect of any matter arising out of or in connection with this
    Note. 


 




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	8.	The
    following shall constitute an “Event of Default” hereunder: 


 


a.
The Borrower shall default in the payment of any amount due on this Note,time being of the essence, whether by maturity, pursuant
to Section 1 or otherwise; or


 


b.
Any of the representations or warranties made by the Borrower herein, in the Purchase Agreement or any of the other
Transaction Documents shall be false or misleading in any material respect at the time made; or


 


c.
The Borrower shall (1) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (2)
apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its
property or business; or


 


d.
A trustee, liquidator or receiver shall be appointed for the Borrower or for a substantial part of its property or business
without its consent; or


 


e.
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume
custody or control of the whole or any substantial portion of the properties or assets of the Borrower; or


 


f.
The Borrower shall enter into, create, incur, assume or suffer to exist any indebtedness for borrowed money or liens of any
kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any
income or profits therefrom that is senior to or pari passu with, in any respect, the Borrower’s obligations under this
Note, or as approved in writing by the Holder; or


 


g.
Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or
any law for the relief of debtors shall be instituted by or against the Borrower.


 


h.
Failure by the Borrower to deliver any securities required to be delivered pursuant to Conversion or any other agreements
between the parties.


 


i.
The Borrower shall default in any of its obligations under any other note or any mortgage, credit agreement, loan agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which
there may be secured or evidenced any indebtedness for borrowed money or money due under any leasing or factoring arrangement
of the Borrower or any subsidiary, whether such indebtedness now exists or shall hereafter be created and such default shall
result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become
due and payable.


 




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j.
If an Event of Default shall have occurred, then, or at any time thereafter,a nd in each and every such case, unless such Event
of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent
default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and
payable (and the Maturity Date shall be accelerated accordingly), without presentment, demand, protest or notice of any kinds,
all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding,
and interest shall continue to accrue on the total amount due from the Default Date until the date payment is made, and
the Holder may immediately enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies
afforded by law.







 


9.
Binding Effect. This Note shall be binding upon and shall inure to the benefit of the successors and
permitted assigns of the Borrower and the Holder. In no event may the Borrower assign this Note or any rights or obligations
hereunder without the Holder’s prior written consent and any purported assignment without such consent shall be null
and void. This Note and the rights and obligations hereunder may be assigned by the Holder at any time.


 


IN
WITNESS WHEREOF, the Borrower has caused this instrument to be duly executed by an officer thereunto duly authorized this
16th day of May, 2016.


 


	 	HELPFUL
ALLIANCE COMPANY
	 	 
	 	By:	/s/
    Sergey Gurin 
	 	Name:	Sergey
    Gurin
	 	Title:	Vice
    President, CFO


 




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