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
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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]
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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