**Exhibit10.50**

** **

**MAUI LAND &PINEAPPLE COMPANY, INC.**

 

**AMENDMENTNO. 1 TO REGISTRATION RIGHTS AGREEMENT**

 

This Amendment No. 1 to Registration RightsAgreement (the “Amendment”) is entered into as of March 10, 2008,by and among Maui Land & Pineapple Company, Inc., a Hawaiicorporation (the “Company”), on the one hand, and Ohana Holdings, LLC (“Ohana”),and ZG Ventures, LLC (“ZG,” and together with Ohana, the “Investors”),being the holders of not less than a majority in interest of the RegistrableSecurities, on the other hand. Reference is made to that certain Registration RightsAgreement (the “Agreement”), dated March 12, 2007, by and among theCompany and each of the Investors, obligating the Company to file aregistration statement with the Securities and Exchange Commission to registerthe Registrable Securities for resale not later than March 12, 2008 (the “FilingDeadline”).  The Company and theInvestors desire, pursuant to Article X of the Agreement, to amend Section 2.1(a) ofthe Agreement to extend the Filing Deadline to March 31, 2008.

 

NOW, THEREFORE, inconsideration of the mutual covenants hereinafter set forth and for good andvaluable consideration, receipt of which is hereby acknowledged, the partieshereby agree as follows:

 

1.             Definitions. Capitalized terms used herein without definition shall have the meaningsascribed to such terms in the Agreement.

 

2.             Amendment. The first sentence of Section 2.1(a) of the Agreement is hereby amended to read in fullas follows:

 

## **  “**2.1     (a)             On or before March 31, 2008,the Company shall prepare, and file with the Commission a RegistrationStatement on Form S-3 covering the resale of all of the RegistrableSecurities.”

## ** **

3.             Miscellaneous.

 

a.   Ratification; Effect. This Amendment shall be construed in connection with and as part of theAgreement, and all terms, conditions, and covenants set forth in the Agreementand each other instrument or agreement referred to therein, as applicable,except as herein amended, are hereby ratified and confirmed and shall remain infull force and effect.

 

b.     FurtherAssurances.  Each partyagrees to execute such other and further instruments and documents as may benecessary or proper in order to complete the transactions contemplated by thisAmendment.

 

c.     Counterparts.  This Amendment may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

*[Signaturepage follows]*

 

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INWITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 toRegistration Rights Agreement as of the date first set forth above.

 

 
|   | **COMPANY:**                                     |
|--------|--------------------------------------------------|
|   |                                             |   |
|   | **MAUI LAND & PINEAPPLE COMPANY, INC.** |
|   |                                             |   |
|   | By:                                              | /s/ Robert I. Webber |
|   |                                             | Robert I. Webber |
|   |                                             | Chief Operating Officer and Chief Financial |
|   |                                             | Officer |
|   |                                             |   |
|   |                                             |   |
|   | **INVESTORS:**                                   |
|   |                                             |   |
|   |                                             |   |
|   | **OHANA HOLDINGS, LLC**                          |
|   |                                             |   |
|   |                                             |   |
|   | By:                                              |  /s/ Michael Mohr |
|   |                                             |  Michael Mohr |
|   |                                             |  Managing Member |
|   |                                             |   |
|   |                                             |   |
|   | **ZG VENTURES, LLC**                             |
|   |                                             |   |
|   |                                             |   |
|   | By:                                              |  /s/ Miles  Gilburne |
|   |                                             |  Miles Gilburne |
|   |                                             |  Managing Member |
|        |                                                  |  |  |  |

 

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