Aina Le’a, Inc. 2,000,000 Shares of Common Stock $0.001 par value per share PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 30th, 2015 • Aina Le'a Inc. • Real estate • New York
Aina Le’a, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth herein (this “Agreement”) to issue and sell up to an aggregate of 2,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), to investors (collectively, the “Investors”) in a public offering (the “Offering”). The Offering will be conducted on a “best-efforts” 1,250,000 share ($17,187,500) minimum basis (the “Minimum Amount”); and on a 2,000,000 Share ($27,500,000) maximum basis (the “Maximum Amount”). The Company desires to engage Newbridge Securities Corporation as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
AINA LE’A, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 30th, 2015 • Aina Le'a Inc. • Real estate • New York
The undersigned (the “Investor”) hereby confirms its agreement with Aina Le’a, Inc., a Delaware corporation (the “Company”), as follows:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 30th, 2015 • Aina Le'a Inc. • Real estate • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of July 30, 2015, by and among AINA LE’A, INC., a Delaware corporation (the “Company”), having an address at 69-201 Waikoloa Beach Drive, #2617, Waikoloa, Hawaii 96738, NEWBRIDGE SECURITIES CORPORATION (the “Placement Agent”), a Virginia corporation, having an address at 5200 Town Center Circle, Tower 1, Suite 306, Boca Raton, Florida 33406, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined herein shall have the meaning ascribed to them in the preliminary prospectus (as amended and/or supplemental from time to time the “Prospectus”) forming a part of Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2015 (“PEA 1”) to the Registration Statement on Form S-1 (Registration No. 33-201722) (collectively the “Amended Registration Statement”) of the Comp
LOAN AGREEMENTLoan Agreement • July 30th, 2015 • Aina Le'a Inc. • Real estate • Hawaii
THIS LOAN AGREEMENT (“Loan Agreement”) is entered into as of the 24th day of July, 2015, by and among AINA LE`A, INC., a Delaware corporation (“Aina Le`a”), and EMERALD HAWAII SERVICES, INC., a Hawaii corporation, as Successor Trustee under that certain unrecorded Aina Le`a Land Trust Agreement for Aina Le`a Land Trust No. 1, as amended and completely restated by unrecorded instrument dated July 7, 2011, a Hawaii land trust (the “Hawaii Land Trust”), and ROMSPEN INVESTMENT CORPORATION, a corporation established under the laws of the Province of Ontario, Canada (“Lender”). Aina Le`a and the Hawaii Land Trust are hereinafter collectively referred to and called the “Borrower”.
