Exhibit
10.2


Execution
Version


REGISTRATION
RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of March 12, 2007 is made by and among Maui Land & Pineapple
Company, Inc., a Hawaii corporation, with headquarters located at 120 Kane
Street, P.O. Box 187, Kahului, Maui, Hawaii 96733 (the “Company”), and the
investors named on the signature pages hereto, together with their permitted
transferees (each, an “Investor” and collectively, the “Investors”).


RECITALS:


A.                                   This
Agreement is made in connection with the Closing of the issuance and sale of
the Common Shares pursuant to the Stock Purchase Agreement, dated as of March
12, 2007, by and among the Company and the Investors (the “Purchase
Agreement”);


B.                                     The
Company has agreed to provide the registration rights set forth in this
Agreement for the benefit of the Investors pursuant to the Purchase Agreement;
and


C.                                     It
is a condition to the obligations of the Company and the Investors under the
Purchase Agreement that this Agreement be executed and delivered.


AGREEMENT:


NOW THEREFORE, in consideration of the premises and
the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Investors hereby agree as follows:


ARTICLE I

DEFINITIONS


1.1                                 Definitions.  Capitalized terms used and not otherwise
defined in this Agreement shall have the respective meanings ascribed to them
in the Purchase Agreement.  In addition
to the terms defined in the Purchase Agreement and elsewhere in this Agreement,
the following terms used in this Agreement shall be construed to have the
meanings set forth below:


                (a)                                  “Effectiveness
Deadline” means, (i) with respect to the initial Registration Statement
required to be filed pursuant to Section 2.1(a), the date that is 30
days after the one year anniversary of this Agreement or, in the event that the
Registration Statement is subject to the Commission’s review, the date that is
90 days after the one year anniversary of this Agreement, and (ii) with respect
to any additional Registration Statement(s) that may be required to be filed
pursuant to 

Section 2.1(b), the 120th day following (a) the date or time on which
the Commission shall indicate as being the first date or time that such
Registrable Securities may then be included in a Registration Statement if such
Registration Statement is required because the Commission shall have notified
the Company in writing that certain Registrable Securities were not eligible
for inclusion on a previously filed Registration Statement, or (b) if such
additional Registration Statement is required for a reason other than as
described in (a) above, the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statement(s) is
required.













 


(b)                                 “Filing
Deadline” means, with respect to any additional Registration Statements
that may be required pursuant to Section 2.1(b), the 30th day following
(a) the date or time on which the Commission shall indicate as being the first
date or time that such Registrable Securities may then be included in a
Registration Statement if such Registration Statement is required because the
Commission shall have notified the Company in writing that certain Registrable Securities
were not eligible for inclusion on a previously filed Registration Statement,
or (b) if such additional Registration Statement is required for a reason other
than as described in (a) above, the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statements is
required.


(c)                                  “Holder”
means an Investor or any transferee or assignee thereof to whom an Investor
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Article IX hereof and
any transferee or assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Article IX hereof.


(d)                                 “Registrable
Securities” means all of the Common Shares sold pursuant to the Purchase
Agreement, together with any shares of Common Stock issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing.


(e)                                  “Registration
Period” means the period between the date of this Agreement and the earlier
of (i) the date on which all of the Registrable Securities have been sold by
the Investors pursuant to the Registration Statement, and (ii) the date on
which all of the Registrable Securities may be sold without registration and
without restriction as to the number of Registrable Securities that may be sold
under Rule 144 or otherwise.


(f)                                    “Registration
Statement” means a registration statement or registration statements of the
Company filed under the Securities Act covering the Registrable Securities.


(g)                                 “register,”
“registered,” and “registration” refer to a registration effected
by preparing and filing one or more Registration Statements (as defined above)
in compliance with the Securities Act and pursuant to Rule 415 and the
declaration or ordering of effectiveness of such Registration Statement(s) by
the Commission.


(h)                                 “Rule
415” means Rule 415 promulgated under the Securities Act or any successor
rule providing for offering securities on a continuous or delayed basis.


ARTICLE
II

REGISTRATION


2.1                                 Registration
at One Year.


(a)                                  On
or before the one year anniversary of this Agreement, the Company shall
prepare, and file with the Commission a Registration Statement on Form S-3
covering the resale of all of the Registrable Securities.  In the event that Form S-3 is unavailable for
such a registration, then the Company will (i) file a Registration Statement on
such form as is then available to effect a registration of all of the
Registrable Securities, and (ii) undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the
Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration 



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Statement on Form S-3 covering the Registrable Securities has been
declared effective by the Commission. 
The Company shall use its reasonable best efforts to have the
Registration Statement declared effective by the Commission as soon as
practicable, but in no event later than the applicable Effectiveness
Deadline.  By 9:30 am Eastern Standard
Time on the Business Day following the Effective Date, the Company shall file
with the Commission in accordance with Rule 424 under the Securities Act the
final prospectus to be used in connection with sales pursuant to such
Registration Statement.


(b)                                 If
for any reason the Commission does not permit all of the Registrable Securities
to be included in the Registration Statement filed pursuant to Section 2.1(a),
or for any other reason any Registrable Securities are not then included in a
Registration Statement filed under this Agreement, then the Company shall
prepare, and, as soon as practicable but in no event later than the applicable
Filing Deadline, file with the Commission an additional Registration Statement
covering the resale of all Registrable Securities not already covered by an
existing and effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415. 
The Company shall use its reasonable best efforts to cause each such
Registration Statement to be declared effective under the Securities Act as
soon as possible but, in any event, no later than the applicable Effectiveness
Deadline.  By 9:30 am Eastern Standard
Time on the Business Day following the Effective Date, the Company shall file
with the Commission in accordance with Rule 424 under the Securities Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement.


(c)                                  The
Registration Statement shall contain the “Plan of Distribution” section in
substantially the form attached hereto as Annex B.


2.2                                 Piggyback
Registrations.


(a)                                  If,
at any time before the fifth anniversary of this Agreement, the Company decides
to register any of its securities for its own account or for the account of
others, then the Company will promptly give the Holders written notice thereof
and will use its reasonable best efforts to include in such registration all or
any part of the Registrable Securities requested by such Holders to be included
therein.  This requirement does not apply
to Company registrations on Form S-4 or S-8 or their equivalents relating to
equity securities to be issued solely in connection with an acquisition of any
entity or business or equity securities issuable in connection with stock
option or other employee benefit plans. 
Each Holder must give its request for registration under this paragraph
to the Company in writing within 15 days after receipt from the Company of
notice of such pending registration.  If
the registration for which the Company gives notice is an underwritten public
offering, the Company will so advise the Holders as part of the above-described
written notice.  If the managing
underwriter of any proposed underwritten public offering advises the Company
that the total amount of Registrable Securities that the Holders and any other
Persons intend to include in such offering exceeds the number that can be sold
in such offering without being likely to have an adverse effect on the price,
timing or distribution of the Common Stock offered or the market for the Common
Stock, then the Registrable Securities to be included in such underwritten
offering shall include the number of Registrable Securities that such managing
underwriter advises the Company can be sold without having such adverse effect,
with such number to be allocated (i) first, to the Company; (ii) second, pro
rata among the Holders who have requested participation in such underwritten
offering, based, for each Holder, on the fraction derived by dividing (x) the
number of shares of Common Stock proposed to be sold by such Holder in such
underwritten offering by (y) the aggregate number of Common Stock proposed to
be sold by all Holders in such underwritten 



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offering; and (iii) third, any other Person holding Company securities
who may also be including any such securities for sale in such underwritten
offering, provided, however, that no such reduction
shall reduce the amount of securities of the Investors included in the
registration below thirty percent (30%) of the total amount of securities
requested by the Holders to be included in such registration.  No registration rights that limit or subordinate
the rights of the Holders to register the Registrable Securities will be
granted by the Company until one or more registration statements covering all
of the Registrable Securities have become effective.


(b)                                 The
obligations of the Company under this Section 2.2 expire upon expiration
of the Registration Period.


2.3                                 Eligibility
to use Form S-3.  The Company
represents and warrants that it meets the requirements for the use of Form S-3
for registration of the sale by the Holders of the Registrable Securities.  The Company will file all reports required to
be filed by the Company with the Commission in a timely manner so as to
preserve its eligibility for the use of Form S-3.


2.4                                 Sales
by the Company.  In no event will the
Company sell shares of Common Stock for its own account pursuant to a
Registration Statement declared effective by the Commission prior to the date
that the Registration Statement registering all of the Registrable Securities
has been declared effective by the Commission.


ARTICLE
III

ADDITIONAL OBLIGATIONS OF THE COMPANY


At such time as the Company is obligated to file a
Registration Statement with the Commission pursuant to Sections 2.1 or 2.2,
the Company will use its reasonable best efforts to effect the registration of
the Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


3.1                                 The
Company shall submit to the Commission, within two (2) Business Days after the
Company learns that no review of a particular Registration Statement will be
made by the staff of the Commission or that the staff has no further comments
on a particular Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date
not later than two (2) Business Days after the submission of such request.  The Company shall use its reasonable best
efforts to keep each Registration Statement effective pursuant to Rule 415 at
all times during the Registration Period. 
The Company shall ensure that each Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they
were made) not misleading.


3.2                                 The
Company shall prepare and file with the Commission such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which
prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep such Registration Statement effective at all
times during the Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of 



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disposition by the seller or sellers thereof as set
forth in such Registration Statement.  In
the case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this Section
3.2) by reason of the Company filing a report under the Exchange Act, the
Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the
Commission on the same day on which the SEC Report is filed which created the
requirement for the Company to amend or supplement such Registration Statement.


3.3                                 The
Company will furnish to each Holder whose Registrable Securities are included
in a Registration Statement, (a) promptly after such document is filed with the
Commission, one copy of any Registration Statement filed pursuant to this
Agreement and any amendments thereto, each preliminary prospectus and final
prospectus and each amendment or supplement thereto; and (b) a number of copies
of a prospectus, including a preliminary prospectus, and all amendments and
supplements thereto, and such other documents as the Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by the Holder.  The Company will
promptly notify by facsimile or e-mail each Holder whose Registrable Securities
are included in any Registration Statement of the effectiveness of the
Registration Statement and any post-effective amendment.


3.4                                 The
Company will use its reasonable best efforts to (a) register and qualify the
Registrable Securities covered by a Registration Statement under such other
securities or blue sky laws of such jurisdictions as each Holder who holds (or
has the right to hold) Registrable Securities being offered reasonably
requests, (b) prepare and file in those jurisdictions any amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain their effectiveness during the
Registration Period, (c) take any other actions necessary to maintain such
registrations and qualifications in effect at all times during the Registration
Period, and (d) take any other actions reasonably necessary or advisable to
qualify the Registrable Securities for sale in such jurisdictions.  Notwithstanding the foregoing, the Company is
not required, in connection with such obligations, to (i) qualify to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3.4, (ii) subject itself to general
taxation in any such jurisdiction, (iii) file a general consent to service of
process in any such jurisdiction, (iv) provide any undertakings that cause
material expense or material burden to the Company, or (v) make any change in
its charter or bylaws, which in each case the Board of Directors of the Company
determines to be contrary to the best interests of the Company and its
shareholders.


3.5                                 If
the Holders who hold a majority in interest of the Registrable Securities elect
to dispose of Registrable Securities under a Registration Statement pursuant to
an underwritten public offering, the Company shall, at the request of such
Holders, enter into an underwriting agreement in customary form with the
managing underwriter(s) so long as such underwriters are reasonably acceptable
to the Company.


3.6                                 (a)                                  The
Company will notify (by telephone and also by facsimile and reputable overnight
courier) each Holder who holds Registrable Securities being sold pursuant to a
Registration Statement of the happening of any event of which the Company has
knowledge as a result of which the prospectus included in the Registration
Statement as then in effect includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.  The Company
will make such notification as promptly as practicable (but in no event more
than two (2) Business Days) after the Company becomes aware of the event, will
promptly (but in no event more 



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than ten (10) Business Days) prepare and file a supplement or amendment
to the Registration Statement to correct such untrue statement or omission, and
will deliver a number of copies of such supplement or amendment to each Holder
as such Holder may reasonably request.


(b)                                 Notwithstanding
the obligations under Section 3.6(a), if in the good faith judgment of
the Company, following consultation with legal counsel, it would be detrimental
to the Company and its shareholders for resales of Registrable Securities to be
made pursuant to the Registration Statement due to the existence of a material
development or potential material development involving the Company which the
Company would be obligated to disclose in the Registration Statement, but which
disclosure would be premature or otherwise inadvisable at such time or would
reasonably be expected to have a material adverse effect upon the Company and
its shareholders, the Company will have the right to suspend the use of the
Registration Statement for a period of not more than thirty (30) days; provided, however, that the Company may so defer or suspend
the use of the Registration Statement no more than one time in any twelve-month
period.


(c)                                  Subject
to the Company’s rights under Section 3, the Company will use its
reasonable best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement and, if such an order
is issued, will use its reasonable best efforts to obtain the withdrawal of
such order at the earliest possible time and to notify each Holder that holds
Registrable Securities being sold (or, in the event of an underwritten public
offering, the managing underwriters) of the issuance of such order and the
resolution thereof.


(d)                                 Notwithstanding
anything to the contrary contained herein or in the Purchase Agreement, if the
use of the Registration Statement is suspended by the Company, the Company will
promptly (but in no event more than two (2) Business Days) give notice of the
suspension to all Holders whose securities are covered by the Registration
Statement, and will promptly (but in no event more than two (2) Business Days)
notify each such Holder as soon as the use of the Registration Statement may be
resumed.  Notwithstanding anything to the
contrary contained herein or in the Purchase Agreement, the Company will cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee
of a Holder in accordance with the terms of the Purchase Agreement in
connection with any sale of Registrable Securities with respect to which such
Holder has entered into a contract for sale prior to receipt of notice of such
suspension and for which such Investor has not yet settled, unless otherwise
prohibited by law.


3.7                                 The
Company will permit a single firm of legal counsel, designated by the Holders
who hold a majority in interest of the Registrable Securities being sold
pursuant to a Registration Statement (“Holders’ Counsel”), to review the
Registration Statement and all amendments and supplements thereto (as well as
all requests for acceleration or effectiveness thereof) a reasonable amount of
time (not to exceed three (3) Business Days) prior to their filing with the
Commission, and will not file any document in a form to which such counsel reasonably
objects, unless otherwise required by law in the opinion of the Company’s
counsel.  The sections of any such
Registration Statement including information with respect to the Holders, the
Holders’ beneficial ownership of securities of the Company or the Holders’
intended method of disposition of Registrable Securities must conform to the
information provided to the Company by each of the Holders or Holders’ Counsel.


3.8                                 At
the request of the Holders who hold a majority in interest of the Registrable
Securities being sold pursuant to a Registration Statement, and on the date
that Registrable Securities are delivered to a managing underwriter(s) for sale
in connection with the Registration Statement, the 



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Company will furnish to the Holders and such underwriters (i) a letter,
dated such date, from the Company’s independent certified public accountants,
in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to
the underwriters; and (ii) an opinion, dated such date, from counsel
representing the Company for purposes of the Registration Statement, in form
and substance as is customarily given in an underwritten public offering,
addressed to the managing underwriter(s) and Holders.


3.9                                 (a)                                  The
Company will make available for inspection by any Holder whose Registrable
Securities are being sold pursuant to a Registration Statement, any underwriter
participating in any disposition pursuant to the Registration Statement, and
any attorney, accountant or other agent retained by any such Holder or
underwriter (collectively, the “Inspectors”), all pertinent financial
and other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”), as each Inspector reasonably deems
necessary to enable the Inspector to exercise its due diligence
responsibility.  The Company will cause
its officers, directors and employees to supply all information that any Inspector
may reasonably request for purposes of performing such due diligence.


(b)                                 Each
Inspector will hold in confidence, and will not make any disclosure (except to
a Holder) of, any Records or other information that the Company determines in
good faith to be confidential, and of which determination the Inspectors are so
notified, unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court or government body of competent jurisdiction, (iii) the information in
such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement (to the knowledge of the
relevant Inspector), (iv) the Records or other information was developed
independently by an Inspector without breach of this Agreement, (v) the
information was known to the Inspector before receipt of such information from
the Company, or (vi) the information was disclosed to the Inspector by a third
party without restriction.  The Company
is not required to disclose any confidential information in the Records to any
Inspector unless and until such Inspector has entered into a confidentiality
agreement (in form and substance reasonably satisfactory to the Company) with
the Company with respect thereto, substantially in the substance of this Section
3.9(b).  Each Holder will, upon
learning that disclosure of Records containing confidential information is
sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company,
at the Company’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the Records deemed confidential.  Nothing herein will be deemed to limit the
Holder’s ability to sell Registrable Securities in a manner that is otherwise
consistent with applicable laws and regulations.


(c)                                  The
Company will hold in confidence, and will not make any disclosure of,
information concerning a Holder provided to the Company under this Agreement
unless (i) disclosure of such information is necessary to comply with federal
or state securities laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any Registration Statement,
(iii) the release of such information is ordered pursuant to a subpoena or
other order from a court or governmental body of competent jurisdiction, (iv)
such information has been made generally available to the public other than by
disclosure in violation of this Agreement or any other agreement, (v) the
information was disclosed to the Company by a third party without restriction
or (vi) such Holder consents to the form and content of any such
disclosure.  If the Company learns that
disclosure of such information concerning a Holder is sought in or by a court
or governmental body of competent jurisdiction or through other means, the
Company will give prompt 



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notice to such Holder prior to making such disclosure and allow such
Holder, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


3.10                           The
Company will cause all of the Registrable Securities covered by each
Registration Statement to be listed on each national securities exchange on
which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) to the extent the securities of the
same class or series are not then listed on a national securities exchange,
secure the designation and quotation of all of the Registrable Securities
covered by each Registration Statement on a nationally recognized quotation
system.


3.11                           The
Company will provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of the
Registration Statement.


3.12                           The
Company will cooperate with the Holders who hold Registrable Securities being
sold and with the managing underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing Registrable Securities to be offered pursuant to a Registration
Statement and will enable such certificates to be in such denominations or
amounts as the case may be, and registered in such names as the Holders or the
managing underwriter(s), if any, may reasonably request, all in accordance with
Article VII of the Purchase Agreement.


3.13                           At
the request of the Holders holding a majority in interest of the Registrable
Securities registered pursuant to a Registration Statement, the Company will
promptly prepare and file with the Commission such amendments (including
post-effective amendments) and supplements to the Registration Statement, and
the prospectus used in connection with the Registration Statement, as may be
necessary in order to change the plan of distribution set forth in such
Registration Statement; provided, however,
that no such amendment or supplement shall have a disproportionate negative
impact on any Holder as compared to the other Holders without the approval of
such negatively affected Holder.


3.14                           The
Company will comply with all applicable laws related to any Registration
Statement relating to the offer and sale of Registrable Securities and with all
applicable rules and regulations of governmental authorities in connection
therewith (including, without limitation, the Securities Act, the Exchange Act
and the rules and regulations promulgated by the Commission).


3.15                           The
Company will take all other reasonable actions as any Holder or the
underwriters, if any, may reasonably request to expedite and facilitate
disposition by such Holder of the Registrable Securities pursuant to a
Registration Statement.


ARTICLE
IV

OBLIGATIONS OF THE INVESTORS


In connection with the registration rights granted
pursuant to this Agreement, the Holders shall:


4.1                                 As
a condition to the obligations of the Company to complete any registration
pursuant to this Agreement with respect to the Registrable Securities of each
Holder, such Holder 



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will furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as is reasonably required
by the Company to effect the registration of the Registrable Securities.  At least ten (10) Business Days prior to the
first anticipated filing date of a Registration Statement for any registration
under this Agreement, the Company will notify each Holder of the information
the Company requires from that Holder if the Holder elects to have any of its
Registrable Securities included in the Registration Statement other than
information contained in the Selling Holder Questionnaire attached
hereto as Annex A, which shall be completed and delivered to the Company
promptly upon request or concurrently with any request for inclusion in any
Registration Statement pursuant to Section 2.2, as applicable.  If, within three (3) Business Days prior to
an applicable Filing Deadline, the Company has not received the requested
information from a Holder (including a completed Selling Holder Questionnaire),
then the Company shall not be required to include the Registrable Securities of
such Holder in a Registration Statement.


4.2                                 Each
Holder will cooperate with the Company, as reasonably requested by the Company,
in connection with the preparation and filing of any Registration Statement
hereunder, unless such Holder has notified the Company in writing of such
Holder’s election to exclude all of such Holder’s Registrable Securities from
the Registration Statement.


4.3                                 Upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 3.6, each Holder will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until it receives copies of the
supplemented or amended prospectus contemplated by Section 3.6.  If so directed by the Company, each Holder
will deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in the Holder’s
possession (other than a limited number of file copies) of the prospectus
covering such Registrable Securities that is current at the time of receipt of
such notice.


4.4                                 Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to a
Registration Statement.


4.5                                 (a)                                  If
Holders holding a majority in interest of the Registrable Securities being
registered determine to engage the services of an underwriter, each Holder will
enter into and perform such Holder’s obligations under an underwriting
agreement, in usual and customary form, including, without limitation,
customary indemnification and contribution obligations, with the managing
underwriter of such offering, and will take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registrable Securities, unless such Holder has notified the Company in writing
of such Holder’s election to exclude all of its Registrable Securities from
such Registration Statement.


(b)                                 Without
limiting any Holder’s rights under Section 2.1 hereof, no Holder may
participate in any underwritten distribution hereunder unless such Holder (a)
agrees to sell such Holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the Holders entitled hereunder to
approve such arrangements, (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements, and (c)
agrees to pay its pro rata share of all underwriting discounts and commissions
applicable with respect to its Registrable Securities.



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ARTICLE V

EXPENSES OF REGISTRATION


The Company will bear all expenses, other than
underwriting discounts and commissions, and transfer taxes, if any, incurred in
connection with registrations, filings or qualifications pursuant to Articles
II and III of this Agreement, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees,
the fees and disbursements of counsel for the Company, and the reasonable fees
and disbursements of one firm of legal counsel selected by the Holders pursuant
to Section 3.7 hereof.


ARTICLE
VI

INDEMNIFICATION


In the event that any Registrable Securities are
included in a Registration Statement under this Agreement:


6.1                                 To
the extent permitted by law, the Company will indemnify, defend and hold
harmless each Holder that holds such Registrable Securities, and agents,
employees, attorneys, accountants, underwriters (as defined in the Securities
Act) for such Holder and any directors or officers of such Holder or such
underwriter and any person who controls such Holder or such underwriter within
the meaning of the Securities Act or the Exchange Act (each, an “Holder
Indemnified Person”) against any losses, claims, damages, expenses or
liabilities (collectively, and together with actions, proceedings or inquiries
by any regulatory or self-regulatory organization, whether commenced or
threatened in respect thereof, “Claims”) to which any of them become
subject under the Securities Act, the Exchange Act or otherwise, insofar as
such Claims arise out of or are based upon any of the following statements,
omissions or violations in a Registration Statement filed pursuant to this
Agreement, any post-effective amendment thereof or any prospectus included
therein:  (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (b) any untrue
statement or alleged untrue statement of a material fact contained in the
prospectus or any preliminary prospectus (as it may be amended or supplemented)
or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, or (c) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any other law, including without limitation any state
securities law or any rule or regulation thereunder (the matters in the
foregoing clauses (a) through (c) being, collectively, “Violations”).  Subject to the restrictions set forth in Section
6.4 with respect to the number of legal counsel, the Company will reimburse
the Holders and each such attorney, accountant, underwriter or controlling
person and each such other Holder Indemnified Person, promptly as such expenses
are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any
Claim.  Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section
6.1: (i) does not apply to a Claim by an Holder Indemnified Person arising
out of or based upon a Violation that occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Holder Indemnified
Person for use in the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus or supplement thereto was timely made
available by the Company pursuant to Section 3.3 hereof; and (ii) does
not apply to amounts paid in settlement of any Claim if such settlement is made
without the prior written consent of the Company, which consent 



 10
 









will not be unreasonably withheld. This indemnity obligation will
remain in full force and effect regardless of any investigation made by or on
behalf of the Holder Indemnified Persons.


6.2                                 In
connection with any Registration Statement in which a Holder is participating,
absent any gross negligence or intentional misconduct of the Company, each such
Holder will indemnify and hold harmless, to the same extent and in the same
manner set forth in Section 6.1 above, the Company, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act, and any other shareholder selling securities pursuant
to the Registration Statement or any of its directors or officers or any person
who controls such shareholder within the meaning of the Securities Act or the
Exchange Act (each a “Company Indemnified Person”) against any Claim to
which any of them may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such Claim arises out of or is based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with information furnished
to the Company in writing by such Holder expressly for use in such Registration
Statement.  Subject to the restrictions
set forth in Section 6.4 with respect to the number of legal counsel,
such Holder will promptly reimburse each Company Indemnified Person for any
legal or other expenses (promptly as such expenses are incurred and due and
payable) reasonably incurred by them in connection with investigating or
defending any such Claim.   However, the
indemnity agreement contained in this Section 6.2 does not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of such Holder, which consent will not be
unreasonably withheld, and no Holder will be liable under this Agreement
(including this Section 6.2 and Article VII) for the amount of
any Claim that exceeds the net proceeds actually received by such Holder as a
result of the sale of Registrable Securities pursuant to such Registration
Statement.  This indemnity will remain in
full force and effect regardless of any investigation made by or on behalf of a
Company Indemnified Party.


6.3                                 If
any proceeding shall be brought or asserted against any person entitled to
indemnity under Sections 6.1 or 6.2 hereof (an “Indemnified
Party”), such Indemnified Party promptly shall notify the person from whom
indemnity is sought (the “Indemnifying Party”) in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to the Indemnified Party and the payment of
all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced
the Indemnifying Party.


6.4                                 An
Indemnified Party shall have the right to employ separate counsel in any such
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or
Indemnified Parties unless: (i) the Indemnifying Party has agreed in writing to
pay such fees and expenses; (ii) the Indemnifying Party shall have failed
promptly to assume the defense of such proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such proceeding; or
(iii) the named parties to any such proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to 



 11
 









employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the reasonable expense of the Indemnifying Party; provided, however, that in no event shall
the Indemnifying Party be responsible for the fees and expenses of more than
one separate counsel).  The Indemnifying
Party shall not be liable for any settlement of any such proceeding effected
without its written consent, which consent shall not be unreasonably
withheld.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending proceeding in respect of which any Indemnified Party is
a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on Claims that are the subject matter of
such proceeding.


6.5                                 Subject
to the foregoing, all reasonable fees and expenses of the Indemnified Party
(including fees and expenses to the extent incurred in connection with
investigating or preparing to defend such proceeding in a manner not
inconsistent with this Section 6.5) shall be paid to the Indemnified
Party, as incurred, within ten (10) Business Days of written notice thereof to
the Indemnifying Party, which notice shall be delivered no more frequently than
on a monthly basis (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).


ARTICLE
VII

CONTRIBUTION


To the extent that any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party will make the
maximum contribution with respect to any amounts for which it would otherwise
be liable under Article VI to the fullest extent permitted by applicable
law.  However, (a) no contribution will
be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Article VI
(without giving effect to any prohibition or limitation or indemnification
under applicable law), (b) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation, and (c) contribution (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable Securities
will be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.


ARTICLE VIII

EXCHANGE ACT REPORTING


In order to make available to the Holders the benefits
of Rule 144 or any similar rule or regulation of the Commission that may at any
time permit the Holders to sell securities of the Company to the public without
registration, the Company will:


(a)                                  File
with the Commission in a timely manner, and make and keep available, all
reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such
requirements and file and make available of such reports and other documents as
required for the applicable provisions of Rule 144; and


(b)                                 Furnish
to each Holder, so long as such Holder holds Registrable Securities, promptly
upon the Holder’s request, (i) a written statement by the Company that it has
complied with 



 12
 









the reporting requirements of Rule 144, the Securities Act and the
Exchange Act, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents filed by the Company with the
Commission and (iii) such other information as may be reasonably requested to
permit the Holders to sell such securities pursuant to Rule 144 without
registration.


ARTICLE
IX

ASSIGNMENT OF REGISTRATION RIGHTS


The rights of the Investors hereunder, including the
right to have the Company register Registrable Securities pursuant to this
Agreement, may be assigned by the Investors to transferees or assignees of all
or any portion of the Registrable Securities, but only if (a) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (b) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being transferred or assigned, (c) after such transfer
or assignment, the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act and applicable state securities
laws, (d) at or before the time the Company received the written notice
contemplated by clause (b) of this sentence, the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein, (e) such transfer is made in accordance with the applicable
requirements of the Purchase Agreement, and (f) the transferee is an “accredited
investor” as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.


ARTICLE X

AMENDMENT OF REGISTRATION RIGHTS


This Agreement may be amended and the obligations
hereunder may be waived (either generally or in a particular instance, and
either retroactively or prospectively) only with the written consent of the
Company and of the Holders who then hold a majority interest of the Registrable
Securities.  Any amendment or waiver
effected in accordance with this Article X is binding upon each Holder
and the Company; provided, however, that no
amendment to this Agreement which has a disproportionate negative impact on any
Holder as compared to the other Holders may be made without the approval of
such negatively affected Holder.


ARTICLE XI


MISCELLANEOUS


11.1                           Conflicting
Instructions.  A person or entity is
deemed to be a holder of Registrable Securities whenever such person or entity
owns of record such Registrable Securities. 
If the Company receives conflicting instructions, notices or elections
from two or more persons or entities with respect to the same Registrable
Securities, the Company will act upon the basis of instructions, notice or
election received from the registered owner of such Registrable Securities.


11.2                           Notices.  Any notices required or permitted to be given
under the terms of this Agreement will be given as set forth in the Purchase
Agreement.


11.3                           Waiver.  No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of 



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any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.


11.4                           Governing
Law.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be determined in accordance with the like provisions of the Purchase Agreement.


11.5                           Severability.  If any provision of this Agreement is invalid
or unenforceable under any applicable statute or rule of law, then such
provision will be deemed modified in order to conform with such statute or rule
of law.  Any provision hereof that may
prove invalid or unenforceable under any law will not affect the validity or
enforceability of any other provision hereof.


11.6                           Entire
Agreement.  This Agreement and the
Purchase Agreement (including all schedules and exhibits thereto) constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein.  This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.


11.7                           Successors
and Assigns.  Subject to the
requirements of Article IX hereof, this Agreement inures to the benefit
of and is binding upon the successors and assigns of each of the parties
hereto.  Notwithstanding anything to the
contrary herein, including, without limitation, Article IX, the rights
of an Investor hereunder are assignable to and exercisable by a bona fide
pledgee of the Registrable Securities in connection with a Holder’s margin or
brokerage accounts.


11.8                           Headings.  The headings of this Agreement are for
convenience of reference only, are not part of this Agreement and do not affect
its interpretation.


11.9                           Counterparts;
Signatures by Facsimile.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


11.10                     Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder
hereunder are several and not joint with the obligations of any other Holder
hereunder, and no Holder shall be responsible in any way for the performance of
the obligations of any other Holder hereunder. 
Nothing contained herein or in any other agreement or document delivered
at any closing, and no action taken by any Holder pursuant hereto or thereto,
shall be deemed to constitute the Holders as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. 
Each Holder acknowledges that no other Holder has acted as agent for
such Holder in connection with executing this Agreement and that no Holder will
be acting as agent of such Holder in connection with monitoring the
registration of the Registrable Securities or enforcing its rights under this
Agreement.  Each Holder shall be entitled
to protect and 



 14
 









enforce its rights, including without limitation the rights arising out
of this Agreement, and it shall not be necessary for any other Holder to be
joined as an additional party in any Proceeding for such purpose.


11.11                     Further
Assurances.  Each party will do and
perform, or cause to be done and performed, all such further acts and things,
and will execute and deliver all other agreements, certificates, instruments
and documents, as another party may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.


11.12                     Consents.  Unless otherwise provided in this Agreement,
all consents and other determinations to be made by the Investors pursuant to
this Agreement will be made by the Investors holding a majority in interest of
the Registrable Securities.


11.13                     No
Strict Construction.  The language
used in this Agreement is deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.


[Signature
page follows]



 15
 









IN WITNESS WHEREOF, the undersigned Investors and the
Company have caused this Registration Rights Agreement to be duly executed as
of the date first above written.




	
   

  	
  COMPANY:

  	 

	
   

  	
   

  	 

	
   

  	
  MAUI LAND & PINEAPPLE COMPANY, INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
       \s\
  Robert I. Webber

  	
   

  	 

	
   

  	
  Name:

  	
  Robert I. Webber

  	 

	
   

  	
  Title:

  	
  Chief Financial Officer and Senior Vice

  President of Business Development

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  INVESTORS:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Sign Name:

  	
    \s\ Miles Gilburne

  	
   

  
	
   

  	
  Print Name:

  	
  Miles Gilburne for ZG Ventures, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Common Shares:  One Hundred Seventy-

  Two Thousand Four Hundred Fourteen (172,414)

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  \s\ Michael G. Mohr

  	
   

  
	
   

  	
  Name:

  	
  Michael G. Mohr

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
  Number of Common
  Shares:  Three Hundred Forty-Four
  Thousand Eight Hundred Twenty-Eight (344,828)

  	
   

  
							






 



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