MERGER AGREEMENTMerger Agreement • December 23rd, 2016 • Aina Le'a Inc. • Real estate • New York
This Merger Agreement (this “Agreement”) is made and entered into as of December 19, 2016 by and among (i) Origo Acquisition Corporation, a Cayman Islands company (“OAC”), (ii) Aina Le’a Inc., a Delaware corporation (the “Company”), (iii) Aina Le’a Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”).
AINA LE’A, INC. 2,000,000 Shares of Common Stock $0.001 par value per share SELECTED DEALER AGREEMENTSelected Dealer Agreement • November 20th, 2015 • Aina Le'a Inc. • Real estate • New York
MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENTMortgage, Security Agreement and Financing Statement • November 16th, 2015 • Aina Le'a Inc. • Real estate • Hawaii
THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT (this “Mortgage”) is made this 12th day of November, 2015 by AINA LE’A, INC., a Delaware corporation, whose address is at 69-201 Waikoloa Beach Drive, #2617, Waikoloa, Hawaii 96738, hereinafter referred to as the “Mortgagor,” in favor and for the benefit of LIBO ZHANG, wife of Chunming Yang, whose residence and mailing address is Apartment 501, Building 1, No. 180 Nan Guan Xin Fa Road, Changchun City, Jilin Province, People’s Republic of China, hereinafter referred to as the “Mortgagee.”
FORBEARANCE AGREEMENTForbearance Agreement • November 14th, 2016 • Aina Le'a Inc. • Real estate • Hawaii
This Agreement is made and entered into in reliance on the following recitals, which are acknowledged by Lender and Borrower to be true and accurate.
Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 December 19, 2016Merger Agreement • December 23rd, 2016 • Aina Le'a Inc. • Real estate
Reference is hereby made to that certain Merger Agreement, dated as of the date hereof (the “Merger Agreement”), by and among Origo Acquisition Corporation, a Cayman Islands company (“OAC”), Aina Le’a Inc., a Delaware corporation (the “Company”), Aina Le’a Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Jose Aldeanueva, solely in the capacity as the OAC Representative thereunder. Any capitalized term used, but not defined in this letter agreement (this “Letter”) will have the meaning ascribed to such term under the Merger Agreement.
SUBSCRIPTION AGREEMENT FORSubscription Agreement • May 12th, 2015 • Aina Le'a Inc. • Real estate
Subject only to acceptance hereof by the Issuer, in its discretion, the undersigned hereby subscribes for the number of common shares and at the aggregate subscription price set forth below.
FIRST MODIFICATION AND PARTIAL ASSIGNMENT OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 27th, 2015 • Aina Le'a Inc. • Real estate
THIS FIRST MODIFICATION AND PARTIAL ASSIGNMENT OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (“First Modification”) is effective as of December 11, 2009 (“FM Effective Date”) by and between BRIDGE AINA LE’A, LLC, a Hawaii limited liability company (“Seller”), RELCO CORP., a Nevada corporation (“Relco”), DW AINA LE’A DEVELOPMENT, LLC, a Nevada limited liability company (“Buyer”), and AINA LE’A, LLC, a Nevada limited liability company (“Assignee”).
AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • October 27th, 2015 • Aina Le'a Inc. • Real estate • New York
This AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENT (this “Agreement”) is dated as of October 5, 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 Registrati
NEWBRIDGE SECURITIES CORPORATIONAina Le'a Inc. • October 27th, 2015 • Real estate
This Amendment No 2. (this “Amendment 2”) amends, solely to the extent provided herein, the Placement Agency Agreement dated July 8, 2015 (as previously amended by the parties hereto pursuant to Amendment No. 1 (“Amendment 1,” and, together with Amendment 2, collectively, the “Agreement”) by and between Aina Le’a, Inc., a Delaware corporation (the “Company”) and Newbridge Securities Corporation (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent to act as its exclusive placement agent for the proposed registered “best-efforts” public offering (the “Offering”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined herein have the meetings ascribed to them in the Agreement.
ContractAina Le'a Inc. • November 14th, 2016 • Real estate • Hawaii
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.
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”.
ContractInfrastructure Contractor Agreement • February 16th, 2016 • Aina Le'a Inc. • Real estate
LAND COURT REGULAR SYSTEMMortgagor Agreement • November 20th, 2015 • Aina Le'a Inc. • Real estate • Hawaii
FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTEAina Le'a Inc. • February 21st, 2017 • Real estate • Hawaii
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").
AINA LE’A, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 27th, 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:
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • January 27th, 2015 • Aina Le'a Inc. • Real estate • Hawaii
THIS JOINT DEVELOPMENT AGREEMENT ("Agreement") is effective as of the 11th day of December, 2009, by and between BRIDGE AINA LE'A, LLC, a Hawaii limited liability company ("Agricultural Land Owner"), and AINA LE'A, LLC, a Nevada limited liability company ("Urban Land Owner"). Agricultural Land Owner and Urban Land Owner are sometimes hereinafter individually referred to as a "Party" and collectively as the "Parties."
NEWBRIDGE SECURITIES CORPORATIONAina Le'a Inc. • October 27th, 2015 • Real estate
This Amendment (this “Amendment”) amends, solely to the extent provided herein, the Placement Agency Agreement dated July 8, 2015 (the “Agreement”) by and between Aina Le’a, Inc., a Delaware corporation (the “Company”) and Newbridge Securities Corporation (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent to act as its exclusive placement agent for the proposed registered “best-efforts” public offering (the “Offering”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined herein have the meetings ascribed to them in the Agreement.
UNDIVIDED LAND FRACTION NO(S).Aina Le'a Inc. • January 27th, 2015 • Real estate • Hawaii
THIS AMENDED AND RESTATED AINA LE’A LAND TRUST NO. 1 AGREEMENT (“Agreement”) dated JULY 7 , 2011, and known as Aina Le’a Land Trust No. 1, is made by and among HRD SERVICES, LTD., a British Virgin Islands company, whose principal place of business and post office address is 303 Lippincott Centre, Marlton, New Jersey 08053 ("Trustee"), CAPITAL ASIA GROUP MANAGEMENT PTE LTD., a Singapore corporation, whose principal place of business and post office address is 600 North Bridge Road, Parkview Square #09-08, Parkview 2, Singapore 188778 (“CAGM” and, initially, the “Holder of the Power of Direction” as described in Section F. below), AINA LE’A, LLC, a Nevada limited liability company, whose principal place of business and post office address is 3231 La Mancha Way, Henderson, Nevada 89014 (“Seller”), AINA LE’A SINGAPORE PTE LTD., a Singapore corporation, whose principal place of business and post office address is 171 Chin Swee Road, 08-01 San Centre, Singapore 169877 (“Additional Guarantor”
NEWBRIDGE SECURITIES CORPORATIONAina Le'a Inc. • October 27th, 2015 • Real estate
This Amendment No 3. (this “Amendment 3”) amends, solely to the extent provided herein, the Placement Agency Agreement dated July 8, 2015 (as previously amended by the parties hereto pursuant to Amendment No. 1 (“Amendment 1,”) and Amendment No. 2 (“Amendment 2,”) and, Amendment 3 together with Amendment 1 and Amendment 2, collectively, the “Agreement”) by and between Aina Le’a, Inc., a Delaware corporation (the “Company”) and Newbridge Securities Corporation (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent to act as its exclusive placement agent for the proposed registered “best-efforts” public offering (the “Offering”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined herein have the meetings ascribed to them in the Agreement.
