**Exhibit10.1**

***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON AREQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE***

***SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED***

***WITHTHE SECURITIES AND EXCHANGE COMMISSION***

SALE, PURCHASE AND LEASETERMINATION AGREEMENT

THIS SALE, PURCHASE AND LEASE TERMINATION AGREEMENT(this “**Agreement**”), enteredinto as of the 28th day of March, 2007, by and among MAUI LAND & PINEAPPLECOMPANY, INC., a Hawaii corporation (“**Seller**”),W2005 KAPALUA/GENGATE HOTEL REALTY, L.L.C., a Delaware limited liabilitycompany (“**Purchaser**”), andW2005 KAPALUA/GENGATE HOTEL HOLDINGS, L.L.C., a Delaware limited liabilitycompany (the “**Company**”).

WITNESSETH:

In consideration of the mutual covenants set forthherein, the parties hereto hereby agree as follows:

# Section 1.                                            Saleand Purchase.  Seller, for itself andits successors and assigns, hereby agrees to sell, convey and contribute toPurchaser, and Purchaser hereby agrees to purchase and accept from Seller, forthe Purchase Price (herein defined) and on and subject to the terms andconditions set forth herein, the following:

## (a)                                  Goodand marketable title in fee simple to the tracts or parcels of land situated inMaui County, Hawaii more particularly described on Exhibit ”A” attachedhereto (collectively, the “**Lease Tract**”),being the same parcels of land leased by Purchaser from Seller pursuant to thatcertain Second Amended and Restated Hotel Ground Lease effective as of January31, 2001 between Seller, as Lessor, and RCK Hawaii, LLC d/b/a RCK Hawaii-Maui,a Delaware limited liability company (“**OriginalLessee**”), as Lessee, the rights of Original Lessee thereunderhaving been assigned to Purchaser pursuant to that certain Assignment andAssumption of Lessee’s Interest in Ground Lease and Related Agreements datedMarch 13, 2006, between Original Lessee and Purchaser (said Second Amendedand Restated Hotel Ground Lease, as assigned to Purchaser is referred to hereinas the “**2001 Lease**”),together with all rights, appurtenances, mineral rights (if any), rights ofutility availability (including water, sanitary sewer and drainage) granted orto be granted by any utility, Maui County or any other governmental authority,all development rights and privileges appurtenant to the Lease Tract, includingrights under reciprocal easement agreements or other recorded or unrecordedinstruments benefiting the Lease Tract, and rights to any and all adjacenteasements, strips, gores, streets, alleys, rights-of-way or waterways thereto;

## (b)                                 Allbuildings and improvements (the “**Improvements**”)owned by Seller and located on the Lease Tract, if any;

## (c)                                  Alltangible personal property and fixtures, including all furnishings owned bySeller and situated on, attached to or used in connection with the Lease Tractor Improvements (“**Personalty**”);

## (d)                                 Allof Seller’s rights, if any, (including as applicant) under existing LahainaProject District 1 approvals (other than those with respect to Allocations[hereinafter defined]), Special Management Area permits, other zoning orsubdivision approvals, and water, sewer,

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## wastewater and other utility rights that havebeen issued with respect to the Hotel (hereinafter defined), and the currentand future development of the Lease Tract other than the portions of theLease Tract designated on the map attached as Exhibit ”J” attached hereto(the Lease Tract, exclusive of said portions thereof shown on Exhibit ”J”is referred to herein as the “**Hotel Tract**”).  All of the foregoing rights described in thisSection 1(d) are referred to herein collectively as the “**Entitlements**”, which term shall notinclude Seller’s rights under any such approvals or permits to the extent thesame benefit lands owned by Seller other than the Lease Tract; and

## (e)                                  Tothe extent not included within paragraphs (a)-(d) above, any and all(i) warranties, guaranties, indemnities and claims, (ii) licenses,permits, governmental approvals and similar documents (and Seller’s rights asapplicant with respect thereto and (iii) at no material cost to Seller,plans, drawings, architect’s drawings, blue prints, specifications, site plans,surveys, soil studies, engineering reports and other technical descriptionswhich relate in any way to the design, ownership, use, leasing, maintenance, serviceor operation of the Lease Tract, Improvements, Personalty, Entitlements orAllocations.

The above listed items areherein collectively called the “**Property**”.

# Section 2.                                            LeaseTermination.  On the Closing Date,Seller and Purchaser shall enter into an agreement, in form and substancesatisfactory to Seller and Purchaser (the “**Lease Termination**”),whereby such parties terminate the 2001 Lease and the rights and obligations ofthe parties thereunder (except for those rights and obligations that, pursuantto the terms of the 2001 Lease, expressly survive such termination).  Purchaser shall receive a credit against theClosing Payment for any rent and other payments made by Purchaser under the2001 Lease which relate to any time on or after the Closing Date.  In addition, on the Closing Date, Seller andPurchaser shall execute and acknowledge an instrument, in form and substancesatisfactory to Seller and Purchaser (the “**Termination of Memorandumof Lease**”), whereby the parties acknowledge that the 2001 Leasehas been terminated and the parties terminate the Memorandum of Hotel GroundLease recorded on April 4, 1996 in the Bureau of Conveyances of the Stateof Hawaii as Document No. 96-046331, relating to the lease ultimatelyamended and restated by the 2001 Lease.

# Section 3.                                            PurchasePrice.

## (a)                                  Asconsideration for the sale, conveyance and contribution of the Property,Purchaser shall, at Closing:

### (1)                                  foran undivided five sevenths (5/7) interest in the Property, pay Seller$25,000,000 (the “**Closing Payment**”);and

### (2)                                  foran undivided two-sevenths (2/7) interest in the Property (the “**Contributed Portion of the Property**”),issue to Seller, in the manner prescribed in Section 3(b) below, a limitedliability company interest in the Company, consisting of:

#### (i)                                     atwenty-one and four-tenths percent (21.4%) interest in the profits and initialcapital of the Company (the “**EquityInterest**”); and

#### (ii)                                  a[*] payment equal to two million five hundred thousand dollars ($2,500,000)(the “[*]**Payment**”) to bepaid, if at all, upon the allocation to Purchaser of the [*] and [*] for (1)the number of [*] (up to [*]) necessary to develop at least

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#### [*] squarefeet of [*] and (2) designation of up to [*] of the [*] (as depicted on Exhibit“K”) as a “[*]” [*].  If such conveyancedoes not occur within ten (10) years after the date hereof, Seller’s right toreceive the [*] Payment shall terminate.

Theconsideration described in clauses (1) and (2) above is collectively referredto herein as the “**Purchase Price**”.

## (b)                                 Pursuantto the Deed (hereinafter defined), the Contributed Portion of the Propertyshall be deemed deeded by Seller directly to Purchaser, which entity is 100%owned by W2005 Kapalua/Gengate Hotel Senior Mezzanine, L.L.C., a Delawarelimited liability company (“**Senior Mezzanine**”),which entity is 100% owned by W2005 Kapalua/Gengate Hotel Mezzanine, L.L.C., aDelaware limited liability company (“**Mezzanine**”),which entity in turn is 100% owned by the Company.  Notwithstanding anything to the contrarycontained in this Agreement, including the use of words and phrases such as “sell”,“sale”, “purchase,” and “pay”, it is the parties’ intent, to the extent thatlimited liability company interests in the Company are being issued to Sellerin exchange for the Contributed Portion of the Property, the transaction shallbe treated for federal income tax purposes as the contribution of property bySeller directly to the Company in exchange for limited liability interests inthe Company, immediately followed by a contribution by the Company of suchproperty to Mezzanine, immediately followed by a contribution by Mezzanine ofsuch property to Senior Mezzanine, immediately followed by a contribution bySenior Mezzanine of such property to Purchaser, such subsequent contributionsby the Company, Mezzanine and Senior Mezzanine effected through the Company’sdirection to Seller to deed the Contributed Portion of the Property directly toPurchaser.  For all federal (and to theextent applicable, state and local income and property) tax purposes, Seller,Purchaser and the Company generally shall treat the contribution of theContributed Portion of the Property as a non-taxable contribution of propertyby Seller to the Company in exchange for an interest in a partnership underSection 721 of the Internal Revenue Code of 1986, as amended (the portion ofthe  “**Code**”), taking into consideration the application of otherprovisions of the Code, (e.g., Section 707 of the Code) as required by law.

## (c)                                  Withinone (1) business day after Seller has delivered an executed counterpart of thisAgreement to Title Company (hereinafter defined), Purchaser shall deposit withTitle Company as Earnest Money wired funds in the amount of $100,000.00,together with such statements as the Title Company may require to enable it todeposit such amount in an interest-bearing account.  Title Company shall deposit such amount in aninterest-bearing account with a financial institution satisfactory toPurchaser.  Such amount, together withall interest thereon, is herein called the “**EarnestMoney**.”  The Earnest Moneyshall be held in escrow and delivered by Title Company in accordance with theprovisions hereof.

# Section 4.                                            Post-ClosingEntitlements, Development and Cooperation.

## (a)                                  Entitlements.  Currently, the Entitlements permit theoperation of the existing hotel located at the Property that contains 548 hotelrooms (the “**Hotel**”).  Promptly after the Closing, Seller shallauthorize Purchaser to apply for, and shall assist Purchaser in obtaining,Project District Phase II and III approvals and Special Management Area permitsfor the reconfiguration of the Hotel to contain approximately 470 hotel rooms,up to 107 of which may be sold or leased as individual hotel room condominiumunits (the “**Allocations**”).  Notwithstanding the issuance of theAllocations, the maximum number of hotel rooms permitted at the Property shallremain 548, provided Purchaser may utilize such excess Allocations andEntitlements only in connection with the development of hotel rooms (which mayinclude

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## individual hotel room condominium units forsale or lease) that are constructed on or within existing structures on theProperty.  Purchaser agrees that it willnot request a variance from or waiver, modification or amendment of the MauiCounty Code Chapter 19.73 (the “**ProjectDistrict Ordinance**”), the agreements referenced therein, anyProject District approval granted with respect to the Hotel Tract, or a changein zoning without the prior written consent of Seller.  As used herein, the terms “hotel rooms” and “residentialunits” means such rooms and units, respectively, as referenced inSection 19.73.090.C of the Project District Ordinance.  Seller agrees that until the Allocations areissued, Seller shall retain rooms and other rights sufficient to allow Maui Countyapproval of the Allocations as set forth above.

## (b)                                 NoGuaranty.  Seller’s grant ofauthority to Purchaser to pursue the Allocations as set forth inSection 4(a) above is in no event a guaranty that Purchaser will be ableto obtain such Allocations, nor is Seller liable for any loss, cost or expensesincurred by Purchaser in connection with the pursuit of such allocations,including without limitation, any loss, costs or expenses incurred by Purchaserin the event such Allocations are not obtained, except to the extent resultingfrom the breach of any obligation of Seller contained in this Agreement or anyof the agreements executed pursuant to or in connection with this Agreement.

## (c)                                  GeneralCooperation. Seller shall cooperate with and actively assist Purchaser, atno material expense to Seller, in formulating, submitting, negotiating andobtaining all approvals,  permits,entitlements and allocations (including, without limitation, those from theState of Hawaii, Maui County and the Lahaina Project District 1)(collectively, the “**Condotel ConversionEntitlements**”) as are necessary or desirable for Purchaser’scondominiumization of the Hotel, including the conversion of a number of hotelrooms therein  into condominium units forsale or lease (which shall remain “hotel rooms” for purposes of Maui CountyCode Section 19.73.090.C and shall not be “residential units” for purposes ofthat ordinance) (all of the foregoing actions are collectively referred toherein as the “**Development**”).  Such activities by Seller shall include(i) consulting with Purchaser and its agents, consultants and attorneys informulating plans for the Condotel Conversion Entitlements and Development,(ii)  supporting, and not opposing, issuance of the Condotel Conversion Entitlementsand the Development before all applicable bodies, (iii) upon the requestof Purchaser, causing the appropriate executive of Seller (to be determined byconsultation between Seller and Purchaser, and taking into account the natureand magnitude of the requested services), to promote and provide written and/orverbal indications of support of the Condotel Conversion Entitlements andDevelopment to applicable governmental agencies, divisions and boards andpublic utility companies including, without limitation, the Maui CountyDepartment of Planning, the Maui Planning Commission, the Maui CountyDepartment of Public Works and Environmental Management (and said Department’sLand Use and Code Division and Development Services Administration), the MauiCounty Department of Water Supply, Kapalua Water Company, Ltd., Kapalua WasteTreatment Company, Ltd., the Maui County Council, any appeals boards, anysuccessors to such bodies, and staff of each of the foregoing, upon receipt bySeller of the written request of Purchaser to do so, which request shallspecifically identify the parties to whom such communication should bedirected, and (iv) promoting issuance of the Condotel Conversion Entitlementsand the Development to, and expressing support to, the Kapalua Resort Association,and seeking their support of the issuance of the Condotel ConversionEntitlements and the Development.  Allwritten letters of support shall be submitted to Purchaser for its approval inwriting prior to dissemination. Notwithstanding any provision of this Agreement, Seller shall have noauthority to bind Purchaser in connection with any matter relating to theCondotel Conversion Entitlements or Development, or to purport to be authorizedto do so.  All Condotel ConversionEntitlements and similar items shall be made and issued only in the name ofPurchaser.

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## (d)                                 AdditionalActions.  In addition to the actionsdescribed in paragraphs (a) and (c) above, Seller agrees that it will, upon thewritten request of Purchaser, support and promote, and provide general writtenand/or verbal indications of support and promotion of, the Condotel ConversionEntitlements and Development with neighboring landowners, community groups,local organizations, and other influential groups.

## (e)                                  Owner’sPolicy.  If and to the extentPurchaser maintains such a policy, Seller shall receive Owner’s Policy andCorporate Rate treatment at the Hotel on the same terms and conditions asPurchaser and its affiliates.

## (f)                                    Spa.  Purchaser will consider entering into amembership and usage agreement with Seller for the Kapalua Bay Spa, whether ornot Purchaser proceeds with a spa expansion to the Property.  Seller agrees that it will not oppose theexpansion to the spa at Purchaser’s Property so long as the same is donesubstantially in compliance with the plans proposed therefor by SB Architectsand delivered to Seller on December 7, 2006 via the SMA Major submittal to theCounty of Maui.

## (g)                                 Survival.  The provisions of this Section shall survivethe Closing.

# Section 5.                                            Seller’sRepresentations, Warranties and Covenants.

## (a)                                  Sellerhereby represents and warrants to, and covenants with, Purchaser and theCompany that:

### (1)                                  ThisAgreement, when executed and delivered by Seller and Purchaser, will constitutethe valid and binding agreement of Seller, enforceable against Seller inaccordance with its terms.

### (2)                                  Selleris a corporation, duly organized, validly existing and in good standing underthe laws of the State of Hawaii.

### (3)                                  Sellerhas the full right, power and authority to execute, deliver and perform itsobligations under this Agreement and to convey the Property to Purchaser, allwithout the necessity of obtaining any consent or approval of, or the taking ofany other action with respect to, any third parties.  The Property does not constitute all orsubstantially all of the assets of Seller.

### (4)                                  Sellerhas good and marketable title in fee simple to the Property, and all partsthereof, free and clear of all liens or encumbrances of any kind (except forPermitted Encumbrances [herein defined]) and no other party has any right toacquire all or any portion of the Property.

### (5)                                  Otherthan the 2001 Lease, Seller has not entered into any leases, franchises,licenses, occupancy agreements, or other agreements (whether written or oral)demising space in, or otherwise similarly affecting or relating to, the LeaseTract or the Improvements (“**Leases**”).

### (6)                                  Otherthan the 2001 Lease, neither Seller nor the Property is bound by any contractsor agreements, such as maintenance, service or utility contracts (“**Property Agreements**”) which relate inany way to the design, ownership, use, leasing, maintenance, service oroperation of the Property.

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### (7)                                  Nomaterially adverse action, suit, proceeding (including any condemnationproceeding), or notice of violations or deficient condition is pending orthreatened (i) against Seller which would impair the ability of Seller toconsummate the transactions contemplated hereby or (ii) against the Property.

### (8)                                  Afterthe date hereof, Seller shall (i) not enter into any Lease, PropertyAgreement, or agreement or instrument which would constitute an encumbrance ofthe Property or which would be outside the normal scope of maintaining andoperating the Property, without the prior written consent of Purchaser, (ii) notremove any item of the Personalty from the Lease Tract or Improvements unlessit is replaced with an item of at least equal value that is properly suited forits intended purpose and (iii) afford Purchaser and its representativesthe continuing right to inspect, at reasonable hours, the Property and any andall books, records, contracts and other documents or data pertaining to theownership, operation or maintenance of the Property.

### (9)                                  Tothe best knowledge of Seller, the Property is not in violation of or subject toany existing, pending or threatened investigation or inquiry by any federal,state or local governmental authority, nor is the Property subject to anyremedial obligations under the Resource Conservation and Recovery Act, asamended (“**RCRA**”), theComprehensive Environmental Response, Compensation and Liability Act, asamended (“**CERCLA**”), theSuperfund Amendment and Reauthorization Act of 1986, as amended (“**SARA**”), or any other federal, state orlocal environmental law, regulation or ordinance.  Without limiting the generality of theforegoing, to the best knowledge of Seller, no solid waste, toxic substance,contaminated material, asbestos, oil or petroleum products or other substanceswithin the scope of any federal, state or local environmental law or ordinance,including RCRA, CERCLA and SARA, has been disposed of or otherwise released onor to the Property.  To the bestknowledge of Seller, no pollutants or effluents have been discharged from theProperty into any water source or system, including without limitation, thesurface or subsurface waters of the Property. To the best knowledge of Seller, no emissions have been discharged fromthe Property into the air which would require a permit under the Federal WaterPollution Control Act, as amended, or the Clean Air Act, as amended, or anyother federal, state or local environmental law, regulation or ordinance.  To the best knowledge of Seller, nounderground storage tanks are located on or under the Property.

### (10)                            To thebest knowledge of Seller, no portion of the Property has ever been used as alandfill, dump, or site for injection wells, and Seller shall not use or permitany portion of the Property to be used for any such purpose.

### (11)                            Sellerowns the Entitlements, and no other person has the right to acquire all or anyrights under any of the Entitlements. Seller has the full right, power and authority to assign the existingEntitlements to Purchaser without the necessity of obtaining any consent orapproval of, or the taking of any other action with respect to, anygovernmental authority or other third party, other than those for which consentwill be obtained at or prior to Closing. Seller agrees that it will not request any governmental authority toenact any change to the Project District Ordinance that would affect theProperty without the prior written consent of Purchaser.

### (12)                            Sellershall not record any allocations or other entitlements affecting the Propertyprior to the Closing without the prior written consent of Purchaser.

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## (b)                                 Theprovisions of this Section shall survive the Closing.

# Section 6.                                            Purchaser’sRepresentations, Warranties and Covenants.

## (a)                                  Purchaserhereby represents and warrants to, and covenants with, Seller that:

### (1)                                  ThisAgreement, when executed and delivered by Seller and Purchaser, will constitutethe valid and binding agreement of Purchaser, enforceable against Seller inaccordance with its terms.

### (2)                                  Purchaseris a limited liability company, duly organized, validly existing and in goodstanding under the laws of the State of Delaware.

### (3)                                  Purchaserhas the full right, power and authority to execute, deliver and perform itsobligations under this Agreement, all without the necessity of obtaining anyconsent or approval of, or the taking of any other action with respect to, anythird parties.

### (4)                                  Tothe best knowledge of Purchaser, the Property is not in violation of or subjectto any existing, pending or threatened investigation or inquiry by any federal,state or local governmental authority, nor is the Property subject to anyremedial obligations under RCRA, CERCLA, SARA, or any other federal, state orlocal environmental law, regulation or ordinance.  Without limiting the generality of theforegoing, to the best knowledge of Purchaser, no solid waste, toxic substance,contaminated material, asbestos, oil or petroleum products or other substanceswithin the scope of any federal, state or local environmental law or ordinance,including RCRA, CERCLA and SARA, has been disposed of or otherwise released onor to the Property.  To the bestknowledge of Purchaser, no pollutants or effluents have been discharged fromthe Property into any water source or system, including without limitation, thesurface or subsurface waters of the Property. To the best knowledge of Purchaser, no emissions have been dischargedfrom the Property into the air which would require a permit under the FederalWater Pollution Control Act, as amended, or the Clean Air Act, as amended, orany other federal, state or local environmental law, regulation orordinance.  To the best knowledge ofPurchaser, no underground storage tanks are located on or under the Property.

### (5)                                  Nomaterially adverse action, suit or proceeding is pending or threatened againstPurchaser which would impair the ability of Purchaser to consummate thetransactions contemplated hereby.

### (6)                                  Afterthe date hereof and through Closing or earlier termination of this Agreement,Purchaser shall maintain all insurance required to be maintained by it pursuantto the 2001 Lease.

### (7)                                  Priorto Closing or earlier termination of this Agreement, Purchaser will not makeany material alterations to the Hotel or remove any material amount of personalproperty therefrom (unless the personal property so removed is promptlyreplaced with personal property of similar quality and utility).

## (b)                                 Theprovisions of this Section shall survive the Closing.

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# Section 7.                                            TitleCommitment and Survey.

## (a)                                  Purchaser, at itssole cost and expense (except as set forth in clause (2) below), shallhave the option to obtain the following:

### (1)                                  AnALTA Commitment for Title Insurance (the “**Title Commitment**”)from First American Title Company, Inc. (the “**TitleCompany**”), 1177 Kapiolani Blvd., Honolulu, Hawaii 96814,Attention:  Zelma Osborne, setting forththe status of title of the Lease Tract, and showing all liens, claims,encumbrances, rights-of-way, reservations, restrictions, outstanding mineralinterests, and other matters, if any, relating to the Lease Tract.

### (2)                                  Asurvey of the Lease Tract and the Improvements (the “**Survey**”).

### (3)                                  Currentsearches (the “**UCC Searches**”),reflecting all UCC-1 filings which relate to the Property and which reflectSeller, or any other person who has owned the Lease Tract within the last five(5) years, as “Debtor”.

## (b)                                 Ifthe Title Commitment, Survey or the UCC Searches, or any update of the TitleCommitment, Survey or UCC Searches, shows that the Property is subject to anylien, claim, encumbrance, reservation, restriction or other matter ofwhatsoever nature other than the Permitted Encumbrances (all liens, claims,encumbrances, reservations, restrictions and other matters that affect theProperty herein being called the “**Encumbrances**”),then Purchaser shall have the right to terminate this Agreement at any timeprior to Closing and receive a return of the Earnest Money.  As used herein, the term “**Permitted Encumbrances**” shall meanthose items listed on Exhibit ”C” attached hereto.  Seller shall not place, or allow to beplaced, any Encumbrance of any nature against or relating to the Propertybetween the date hereof and the Closing Date. In the event any such Encumbrance is placed against or otherwise becomesrelative to the Property between the date hereof and the Closing Date, or inthe event any Encumbrance that constitutes a monetary lien exists against theProperty, then notwithstanding the other provisions of this paragraph, Seller,at its sole cost and expense, shall cure or remove such Encumbrance and shalldeliver within thirty (30) days of the date such Encumbrance is placed againstor otherwise becomes relative to the Property an amended Title Commitment,Survey and UCC Search reflecting the cure of such Encumbrance (in which event,if necessary, the Closing shall be delayed for an equivalent period of time).

## (c)                                  IfSeller refuses or fails to cause any Encumbrance (other than a PermittedEncumbrance) to be removed or cured, or Seller gives notice to Purchaser thatSeller will not cause such Encumbrance to be removed or cured, then Purchasershall have the right, as its exclusive right and remedy, to either:

### (1)                                  unilaterallyextend the date for the Closing to afford Seller additional time within whichto cure such Encumbrance (without prejudice to the later exercise of Purchaser’srights set forth in clause (2) of this paragraph); or

### (2)                                  terminatethis Agreement by giving Seller written notice thereof within three (3)business days of its receipt of written notice from Seller electing not toremove or cure such Encumbrance, in which event neither party hereto shall haveany further rights, duties, liabilities or obligations hereunder and TitleCompany shall deliver the Earnest Money to Purchaser free of any claims bySeller.

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# Section 8.                                            Closing.

## (a)                                  Theclosing (the “**Closing**”) of the conveyance ofthe Property to Purchaser and the issuance of the Equity Interest to Sellershall occur on a date agreed to by Seller and Purchaser, but in no event laterthan the day that is five (5) business days after the date hereof.  The date on which the Closing actually occursis herein called the “**Closing Date**”.  The Closing shall occur in the offices ofTitle Company.

## (b)                                 Atthe Closing, the following shall occur:

### (1)                                  Seller,at its sole cost and expense, shall deliver or cause to be delivered toPurchaser the following:

#### (i)                                     AWarranty Deed With Reservations and Covenants (the “**Deed**”)in the form of Exhibit “I” attached hereto, fully executed and acknowledged bySeller.

#### (ii)                                  ABill of Sale and Assignment in a form satisfactory to Seller and Purchaser,fully executed by Seller, conveying and transferring to Purchaser all of thePersonalty and Entitlements, and the Property described in Section 1(f)hereof, subject only to the Permitted Encumbrances, and reaffirming allwarranties made by Seller herein with respect to such Property.

#### (iii)                               TheLease Termination, executed by Seller.

#### (iv)                              TheTermination of Memorandum of Lease, executed and acknowledged by Seller.

#### (v)                                 A[*] Agreement (the “[*]**Agreement**”)in the form attached as Exhibit ”B” hereto, executed by Seller.

#### (vi)                              Theoriginals of all instruments and documents comprising the Property.

#### (vii)                           Certificationcontemplated by Section 1445 of the Internal Revenue Code whereby anauthorized officer of Seller certifies to Purchaser that Seller is not aforeign corporation, foreign partnership, foreign trust, foreign estate orother foreign person (as those terms are defined in the Internal Revenue Codeand the regulations promulgated thereunder).

#### (viii)                        Anaffidavit sworn to by Seller to the effect that Seller is a “resident person”as that term is defined in Hawaii Revised Statutes (“**HRS**”) Section 235-68, and settingforth the U.S. taxpayer identification number Seller as required under HRS.

#### (ix)                                Acertificate executed by Seller certifying that (A) all the representations andwarranties of Seller contained herein are true and correct as of the ClosingDate and (B) no litigation is pending or, to the knowledge of Seller,threatened, which, if adversely determined, could reasonably be expected tohave a material adverse effect on the Property.

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#### (x)                                   ASecond Amended and Restated Limited Liability Company Agreement of the Company(the “**Restated LLC Agreement**”),in the form of Exhibit ”D” attached hereto, executed by Seller.

#### (xi)                                An[*] Agreement (the “[*]**Agreement**”)in the form of Exhibit ”E” attached hereto, executed by Seller.

#### (xii)                             AMemorandum of [*] Agreement (the “**Memorandum**”),in the form of Exhibit ”F” attached hereto, executed and acknowledged bySeller.

#### (xiii)                          ADeclaration of Covenants, Conditions and Restrictions With Authorization ofTime Share and Transient Vacation Rentals (the “**Restrictions and Covenants Agreement**”), in the form ofExhibit ”G” attached hereto, executed by Seller.

#### (xiv)                         A SecondAmended and Restated Golf Course Use Agreement (the “**Golf Course Use Agreement**”), in theform of Exhibit ”H” attached hereto, executed by Seller.

#### (xv)                            Suchother instruments as may be required by Purchaser or Title Company toeffectuate the consummation of the transaction contemplated hereby.

### (2)                                  Purchaser,at its sole cost and expense, shall deliver or cause to be delivered to Sellerthe following:

#### (i)                                     Goodfunds in the amount of the Closing Payment, adjusted as described herein.

#### (ii)                                  TheLease Termination, executed by Purchaser.

#### (iii)                               TheTermination of Memorandum of Lease, executed and acknowledged by Purchaser.

#### (iv)                              The [*]Agreement, executed by the Company.

#### (v)                                 Acertificate executed by Purchaser certifying that (A) all therepresentations and warranties of Seller contained herein are true and correctas of the Closing Date and (B) no litigation is pending or, to theknowledge of Purchaser, threatened, which, if adversely determined, couldreasonably be expected to have a material adverse effect on the Hotel orPurchaser.

#### (vi)                              TheRestated LLC Agreement, executed by all of the members of the Company (otherthan Seller).

#### (vii)                           The [*]Agreement, executed by the Company.

#### (viii)                        TheMemorandum, executed and acknowledged by Purchaser.

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#### (ix)                                TheRestrictions and Covenants Agreement, executed by Purchaser.

#### (x)                                   TheGolf Course Use Agreement, executed by Purchaser and The Ritz-Carlton HotelCompany, L.L.C.

### (3)                                  Sellershall cause the status of title to the Lease Tract and Improvements to besufficient for Purchaser to obtain, at its sole cost and expense if itdetermines to so obtain, an ALTA Owner Policy of Title Insurance (the “**Owner Policy**”) insuring thatPurchaser is the owner of the Lease Tract and Improvements, subject only to thePermitted Encumbrances and the standard printed exceptions, the exception fortaxes limited to the year in which the Closing occurs and subsequent years, andcontaining such endorsements thereto as Purchaser may require.

### (4)                                  TitleCompany shall apply the Earnest Money to the Closing Payment.

## (c)                                  Adjustmentsshall be made to the Closing Payment whereby (1) Seller receives thebenefit of all accrued and unpaid Percentage Rent (as defined under the 2001Lease) calculated on Gross Revenue (as defined under the 2001 Lease) throughthe Closing Date and (2) Purchaser receives the benefit of prepaid rentand other obligations for which Purchaser is to receive a credit pursuant toSection 2 hereof.  Purchaser andSeller acknowledge and agree that the Company shall be responsible for thepayment of its attorney fees, all title examination fees, title insurancepremiums, title company escrow fees, recording costs of the Deed and any otherrecorded documents, conveyance taxes, if any, sales taxes, if any, and surveycosts in connection with Purchaser’s acquisition of the Property.  Seller shall be responsible for the paymentof its attorneys’ fees.  In addition, allnormal and customarily proratable items including, without limitation, realproperty taxes, shall be prorated as of 12:01 a.m., Hawaii time, on the ClosingDate.  If the actual amounts to beprorated are not known on the Closing Date, then the prorations shall be madeon the basis of the best evidence then available, and thereafter, when actualfigures are received, a cash settlement will be made between Seller andPurchaser with the result that Seller shall pay for and receive the benefit ofthose items attributable to the period of time prior to the Closing Date andPurchaser shall pay for and receive the benefit of those items attributable tothe period of time beginning with the Closing Date.

## (d)                                 Uponcompletion of the Closing, Seller shall deliver to Purchaser possession of theProperty free and clear of all tenancies of every kind and parties inpossession, except for the Permitted Encumbrances.

## (e)                                  Theprovisions of this Section shall survive the Closing.

# Section 9.                                            Indemnities.

## (a)                                  SELLERHEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PURCHASER AND THE COMPANY,AND THEIR RESPECTIVE MEMBERS, PARTNERS, OFFICERS, DIRECTORS AND VENTURERS, FROMAND AGAINST ANY CLAIM, DEBT, LOSS, COST, AWARD, JUDGMENT, LIABILITY, CHARGEAND/OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROMOR RESULTING FROM SELLER’S OWNERSHIP OF THE PROPERTY (OTHER THAN THOSERESULTING FROM A BREACH OF PURCHASER’S OBLIGATIONS UNDER THE 2001 LEASE OR THEWILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PURCHASER OR THE COMPANY) TO THEEXTENT THE SAME ARE BASED ON ACTIONS OR OMISSIONS TAKEN OR OMITTED TO BE TAKENPRIOR TO THE CLOSING.

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## (b)                                 PURCHASERHEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS OFFICERSAND DIRECTORS FROM AND AGAINST ANY CLAIM, DEBT, LOSS, COST, AWARD, JUDGMENT,LIABILITY, CHARGE AND/OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES ANDEXPENSES) RESULTING FROM PURCHASER’S OWNERSHIP OF THE PROPERTY (OTHER THANTHOSE RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SELLER ANDTHOSE THAT RESULT FROM SELLER’S MEMBERSHIP INTEREST IN THE COMPANY OR ITSINDIRECT OWNERSHIP OF PURCHASER) TO THE EXTENT THE SAME ARE BASED ON ACTIONS OROMISSIONS TAKEN OR OMITTED TO BE TAKEN AFTER THE CLOSING.

# Section 10.                                      Commissionsand Consulting Fees.  Each party willpay all brokerage fees and commissions with respect to the transactionscontemplated by this Agreement for which it is responsible.  EACH PARTY HERETO HEREBY AGREES TO DEFEND,INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE MEMBERS,PARTNERS, OFFICERS, DIRECTORS AND VENTURERS FROM AND AGAINST ANY CLAIM BY THIRDPARTIES THROUGH THE INDEMNIFYING PARTY FOR BROKERAGE, COMMISSION, FINDERS OROTHER FEES RELATIVE TO THIS AGREEMENT, THE SALE OF THE PROPERTY OR THE ISSUANCEOF THE EQUITY INTEREST, AND ANY COURT COSTS, ATTORNEYS’ FEES OR OTHER COSTS OREXPENSES ARISING THEREFROM.  Theprovisions of this Section shall survive the Closing.

# Section 11.                                      Remedies.

## (a)                                  IfPurchaser fails to perform any of its obligations hereunder either prior to orat the Closing for any reason other than Seller’s default or Seller’s failureto tender performance of its obligations hereunder, then Seller, as itsexclusive right and remedy, shall have the right to terminate this Agreementand the rights and the obligations of the parties under this Agreement bygiving Purchaser written notice thereof at any time at or prior to the Closing,in which event neither party shall have any further rights, duties, liabilitiesor obligations hereunder and Title Company shall deliver the Earnest Money toSeller as liquidated damages free of any claims by Purchaser.

## (b)                                 IfSeller fails to perform any of its obligations and covenants hereunder eitherprior to or at the Closing for any reason other than Purchaser’s failure totender performance of its obligations hereunder and a specific remedy for suchfailure of Seller is not provided in another provision of this Agreement, or ifany of the representations or warranties made by Seller hereunder are false ormisleading in any respect, then Purchaser, as its sole remedy, shall have theright to either:

### (1)                                  acquirethe Property in accordance with the terms of this Agreement, in which eventSeller’s failure shall be deemed waived; or

### (2)                                  terminatethis Agreement by giving written notice thereof to Seller at or prior to theClosing, in which event neither party hereto shall have any further rights,duties, liabilities or obligations hereunder and Title Company shall deliverthe Earnest Money to Purchaser free of any claims by Seller; or

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### (3)                                  seekspecific performance of the obligations of Seller under this Agreement.

# Section 12.                                      Destruction,Damage or Condemnation Prior to the Closing.

## (a)                                  If,prior to the Closing, the Property is destroyed or damaged to any materialextent, then Purchaser shall have the option, which must be exercised by itwithin ten (10) business days after such destruction or damage (and the Closingshall be delayed for an equivalent period of time), to terminate this Agreementby giving written notice thereof to Seller within such ten (10) business dayperiod, or to proceed with the Closing. If Purchaser elects to proceed with the Closing, then there shall be noreduction in the Purchase Price, but Purchaser shall be entitled to any and allinsurance proceeds previously paid or payable to Seller as a result of suchdamage (plus the amount of any deductible maintained by Seller with respect toany such policy) and, to the extent the same may be necessary or appropriate,Seller shall assign to Purchaser, at the Closing, all of Seller’s rights tosuch proceeds.  Damage to or destructionof the Property shall be deemed material if the Property cannot be repaired orreplaced within two hundred seventy (270) days after such destruction or damageoccurs for a cost of Nine Million Dollars ($9,000,000) or less.  In the event such damage or destruction wasuninsured or underinsured, and Purchaser elects to proceed with the Closing,the Closing Payment payable by Purchaser at the Closing shall be reduced by theamount the cost necessary to repair or replace such damage or destruction (asreasonably determined by Purchaser) exceeds the sum of (x) the amount ofinsurance proceeds payable with respect to such damage or destruction plus(y) the amount of such deductible.

## (b)                                 If,prior to the Closing, all or any portion of the Property is taken for anypublic or quasi-public use under any governmental law, ordinance or regulation,or by right of eminent domain or by private purchase in lieu thereof, and thetaking would prevent or interfere with Purchaser’s proposed use of theProperty, then Purchaser shall have the option, which must be exercised by itwithin ten (10) business days after its receipt of written notice from Selleradvising Purchaser of such taking (which notice Seller hereby agrees to give toPurchaser within three [3] business days of notice thereof to Seller) (and theClosing shall be delayed for an equivalent period of time), to terminate thisAgreement by giving written notice thereof to Seller within such ten (10)business day period, or to proceed with the Closing.  If Purchaser elects to proceed with theClosing, there shall be no reduction in the Purchase Price, but Purchaser shallbe entitled to any and all amounts payable as a result of such taking,including any condemnation award or amounts paid in lieu of such award.

## (c)                                  IfPurchaser terminates this Agreement pursuant to this Section, then neitherparty hereto shall have any further rights, duties, liabilities or obligationshereunder, and Title Company shall deliver the Earnest Money to Purchaser freeof any claims by Seller.

# Section 13.                                      FurtherAssurances.  Seller agrees that itwill execute from time to time, upon the request of Purchaser, such documents,instruments, certificates and notices sufficient to assign, and evidence theassignment of, the Property to Purchaser, and to give notice and confirmationof such assignment to all governmental agencies and other persons as Purchasermay request.

# Section 14.                                      Assigns.  This Agreement shall inure to the benefit ofand be binding on the parties hereto and their respective successors andassigns.  Purchaser shall have the rightto assign its rights hereunder to any person or entity controlling, controlledby or under common control with Purchaser, without the necessity of obtainingthe prior consent of Seller.

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# Section 15.                                      Notices.  Any notice provided or permitted to be givenunder this Agreement must be in writing and shall be served by depositing samein the United States mail, addressed to the party to be notified, postageprepaid and registered or certified with return receipt requested; bydelivering the same in person to such party; by telecopy; or by any recognizedovernight courier service (such as Federal Express or UPS) which requires thereceiver of such notice to acknowledge receipt in writing.  Notice given in accordance herewith shall beeffective upon receipt at the address of the addressee.  For purposes of notice, the addresses of theparties shall be as follows:

| If to Purchaser, to:   |   | W2005 Kapalua/Gengate Hotel Realty, L.L.C.   |
|------------------------|--------|----------------------------------------------|
|                   |   | c/o Gencom Group                             |
|                   |   | 801 Brickell Avenue, Penthouse 2             |
|                   |   | Miami, Florida 33131                         |
|                   |   | Attention: Karim Alibhai                     |
|                   |   |                                         |
| with a copy to:        |   | Gardere Wynne Sewell LLP                     |
|                   |   | 3000 Thanksgiving Tower                      |
|                   |   | 1601 Elm Street                              |
|                   |   | Dallas, Texas 75201-4761                     |
|                   |   | Attention: Clifford J. Risman                |
|                   |   |                                         |
| If to the Company, to: |   | W2005 Kapalua/Gengate Hotel Holdings, L.L.C. |
|                   |   | c/o Gencom Group                             |
|                   |   | 801 Brickell Avenue, Penthouse 2             |
|                   |   | Miami, Florida 33131                         |
|                   |   | Attention: Karim Alibhai                     |
|                   |   |                                         |
| with a copy to:        |   | Gardere Wynne Sewell LLP                     |
|                   |   | 3000 Thanksgiving Tower                      |
|                   |   | 1601 Elm Street                              |
|                   |   | Dallas, Texas 75201-4761                     |
|                   |   | Attention: Clifford J. Risman                |
|                   |   |                                         |
| If to Seller, to:      |   | Maui Land & Pineapple Company, Inc.      |
|                   |   | P.O. Box 187                                 |
|                   |   | 120 Kane Street                              |
|                   |   | Kahului, Hawaii 96733-6681                   |
|                   |   | Attention: Mr. Robert Webber                 |
|                   |   |                                         |
| with a copy to:        |   | Teel, Palmer & Roeper, LLP               |
|                   |   | 11455 El Camino Real, Suite 300              |
|                   |   | San Diego, California 92130                  |
|                   |   | Attention: Dean E. Roeper, Esq.              |

 

Either Seller or Purchaser may change its address for the purpose ofgiving notice hereunder by giving the other party notice thereof in accordancewith the provisions of this Section.

# Section 16.                                      1031 Exchange.  Purchaser and Seller acknowledge that eitherparty may wish to structure the transaction contemplated in this Agreement as atax-deferred exchange of like-kind property within the meaning of Section 1031of the Internal Revenue Code (“**Exchange**”).  Each party agrees to reasonably cooperatewith the other to effect any such Exchange, provided, however, that (i) thecooperating party shall not be required to acquire or take title to anyexchange property, (ii) the

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# cooperating party shall not be required to incur anyexpense, including attorneys’ fees, or liability whatsoever in connection withany such exchanges, including, without limitation, any obligation for thepayment of any escrow, title, brokerage, or other costs incurred with respectto the Exchange, (iii) no substitution of the effectuating party shall releasethat party from any of the obligations, warranties, or representations setforth in this Agreement or from liability for any prior or subsequent defaultunder this Agreement by the effectuating party, its successors, or assigns,which obligations shall continue as the obligations of a principal and not of asurety or guarantor, (iv) the effectuating party shall give the cooperatingparty at least five (5) business days prior notice of the proposed changesrequired to effect such Exchange and the identity of any party to besubstituted in the escrow, (v) the effectuating party shall be responsible forpreparing all additional agreements, documents, and escrow instructions(collectively, the “**Exchange Documents**”)required by any such Exchange, at its sole cost and expense, and (vi) theeffectuating party shall be responsible for making all determinations as to thelegal sufficiency, tax considerations, and other considerations relating to theproposed Exchange, the Exchange Documents, and the transactions contemplatedthereby, and the cooperating party shall in no event be responsible for, or inany way be deemed to warrant or represent any tax or other consequences of theexchange transaction arising by reason of the cooperating party’s performanceof the acts required hereby.

# Section 17.                                      Modification.  No modification hereof or subsequentagreement relative to the subject matter hereof shall be binding on eitherparty unless reduced to writing and signed by the party to be bound.

# Section 18.                                      Exhibits.  All exhibits are fully incorporated herein bythis reference for all purposes.

# Section 19.                                      Attorney’sFees.  Each party shall pay its ownattorney’s fees in connection with the preparation, review and negotiation ofthis Agreement, the preparation, review and negotiation of all closingdocuments and the administration of the Closing.  If any party defaults in its obligationshereunder, the defaulting party shall pay the reasonable attorney’s fees andcourt costs incurred by the other party in order to enforce its rightshereunder.  The provisions of thisSection shall survive the Closing.

# Section 20.                                      GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Hawaii.

# Section 21.                                      Timeof Essence.  Time is of the essenceunder this Agreement.

# Section 22.                                      Waiver.  No waiver of any default of or noncompliancewith any provision, covenant, condition, obligation or requirement imposedhereby which may be given or suffered by one party to the other shall operateas, or be construed to constitute, a waiver of any subsequent default of ornoncompliance with any such provision, covenant, condition, obligation orrequirement or of any default of or any noncompliance with any provision,covenant, condition, obligation or requirement hereof.

# Section 23.                                      Miscellaneous.  This Agreement may be executed in any numberof identical counterparts.  Seller,Purchaser and the Company agree that signatures to this Agreement transmittedin .pdf format via e-mail, or via facsimile, shall be considered valid andenforceable.  The captions, headings andarrangements used in this Agreement are for convenience only and do not in anyway affect, limit, amplify, or modify the terms and provisions hereof.  Whenever the singular number is used herein,the same shall include the plural where appropriate, and words of any gendershall include each other gender where appropriate.

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# Section 24.                                      AutomaticTermination.  This Agreement shallterminate automatically on March       ,2007, without any action required on the part of any party hereto unless on orbefore 5:00 p.m. Hawaii time on such date one fully executed counterpart ofthis Agreement has been delivered to Title Company.

# Section 25.                                      DateHereof.  For purposes herein, theterms “the date hereof” or “the date of this Agreement” shall mean the dateTitle Company acknowledges receipt of an original counterpart of this Agreementexecuted by Seller and Purchaser.

# Section 26.                                      Calculationof Time Periods.  If any date hereinset forth for the performance of any obligation by Seller, Purchaser or theCompany or for the delivery of any instrument or notice herein provided shouldbe on a Saturday, Sunday, or legal holiday, the compliance with suchobligations or delivery shall be deemed acceptable on the next business dayfollowing such Saturday, Sunday or legal holiday.  As used herein, the term “legal holiday”means any state or federal holiday for which financial institutions or postoffices are generally closed in Honolulu, Hawaii, for observance thereof.

# Section 27.                                      EntireAgreement.  This Agreement, togetherwith the Restated LLC Agreement and the [*] Agreement, sets forth the entireagreement among Seller, Purchaser and the Company relating to the Property andthe Equity Interest, and all prior negotiations, letters of intent oragreements are merged herein.

# Section 28.                                      Confidentiality.

## (a)                                  Eachof Seller, Purchaser and the Company shall keep the terms and conditions ofthis Agreement and all information revealed to it pursuant to this Agreement(collectively, the “**ConfidentialInformation**”) (other than Confidential Information which is amatter of public knowledge or is provided in other sources available to thepublic) strictly confidential; provided, however, that any such ConfidentialInformation may be disclosed (1) if required as provided in paragraph (b)below, (2) in any dispute between or among Purchaser, Seller and/or theCompany, and (3) to members, managers, partners, directors, officers oremployees of the parties and their respective consultants, outside counsel,advisors, accounting firms and other persons required by law (hereinaftercollectively referred to as “**PrivilegedRepresentatives**”), only on a need to know basis for the purposescontemplated hereby.  All PrivilegedRepresentatives of a party shall be directed by such party to treatConfidential Information in the strictest confidence, subject to the foregoingpermitted disclosures.

## (b)                                 Inthe event that Seller, Purchaser, the Company, or one of their PrivilegedRepresentatives, becomes legally compelled to disclose any ConfidentialInformation, the compelled party shall provide the other parties with promptnotice so that the other parties, at their sole option, may seek a protectiveorder or other appropriate remedy.  Thecompelled party shall furnish only the portion of the Confidential Informationwhich is legally required and will request that confidential treatment will beaccorded the Confidential Information.

## (c)                                  Theprovisions of this Section shall survive the Closing.

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EXECUTED as of the date first set forth above.
|   | MAUI LAND & PINEAPPLE COMPANY, INC. |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |  /S/ RYAN CHURCHILL |
|   |                                    | Name: | RYAN CHURCHILL |
|   |                                    | Title: | SENIOR VICE PRESIDENT |
|   |                                    |
|   |                                    |
|   | By:                                     | /S/ ROBERT I. WEBBER |
|   |                                    | Name: | ROBERT I. WEBBER |
|   |                                    | Title: | CHIEF FINANCIAL OFFICER & SENIOR |
|   |                                    | VICE PRESIDENT |

 

“SELLER”

**[SIGNATURE PAGE TO SALE, PURCHASEAND LEASE TERMINATION AGREEMENT]**

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W2005 KAPALUA/GENGATE HOTEL REALTY,

L.L.C., a Delawarelimited liability company

By:                              W2005 Kapalua/Gengate Hotel SeniorMezzanine,L.L.C., a Delaware limited liability company, ItsManaging Member

By:                              W2005 Kapalua/Gengate Hotel Mezzanine,L.L.C., a Delaware limited liability company, ItsManaging Member

By:                              W2005 Kapalua/Gengate HotelHoldings, L.L.C., a Delaware limitedliability company, Its ManagingMember

By:                              Gengate KapaluaHoldings GP, LLC, aMember

By:                              Gencom Kapalua GP,LLC, Its ManagingMember
|        | By:    | /S/ GREG DENTON     |
|--------|--------|---------------------|
|   |   | Greg Denton,        |
|   |   | Its Vice  President |

 

“PURCHASER”

**[SIGNATURE PAGE TO SALE, PURCHASEAND LEASE TERMINATION AGREEMENT]**

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W2005KAPALUA/GENGATE HOTEL HOLDINGS, L.L.C.

By:                              Gengate Kapalua Holdings GP, LLC, aMember

By:                              Gencom Kapalua GP, LLC, Its 

Managing Member
|        | By:    |   /S/ GREG DENTON |
|--------|--------|-----------------------------|
|   |   | Greg Denton,                |
|   |   | Its Vice President          |

 

“COMPANY”

**[SIGNATURE PAGE TO SALE, PURCHASEAND LEASE TERMINATION AGREEMENT]**

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**EXHIBITS**
| Exhibit A |   | Lease Tract                          |
|-----------|--------|--------------------------------------|
| Exhibit B |   | [*] Agreement                        |
| Exhibit C |   | Permitted Encumbrances               |
| Exhibit D |   | Restated LLC Agreement               |
| Exhibit E |   | [*] Agreement                        |
| Exhibit F |   | Memorandum                           |
| Exhibit G |   | Restrictions and Covenants Agreement |
| Exhibit H |   | Golf Course Agreement                |
| Exhibit I |   | Deed                                 |
| Exhibit J |   | Map of Lease Tract Showing [*] Tract |
|      |   | and Lease Tract Portion of [*] Site  |
| Exhibit K |   | Map of [*]                           |

 

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