AND, EXCEPT AS CONTEMPLATED IN SECTION 6.6, IS NOT FOR
THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
9.12
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF
THE COMPANY SET FORTH HEREIN WILL SURVIVE THE CLOSING HEREUNDER UNTIL APRIL 30,
2008.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES IN ANY ORAL OR WRITTEN
INFORMATION PROVIDED TO INVESTORS, OTHER THAN THE REPRESENTATIONS AND WARRANTIES
INCLUDED HEREIN.
9.13
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.
9.14
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.
9.15
EQUITABLE RELIEF.
IN ADDITION TO BEING ENTITLED
TO EXERCISE ALL RIGHTS PROVIDED HEREIN OR GRANTED BY LAW, INCLUDING RECOVERY OF
DAMAGES, THE INVESTORS AND THE COMPANY WILL BE ENTITLED TO SPECIFIC PERFORMANCE
UNDER THE TRANSACTION DOCUMENTS. THE PARTIES AGREE THAT MONETARY DAMAGES MAY NOT
BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY REASON OF ANY BREACH OF
OBLIGATIONS DESCRIBED IN THE FOREGOING SENTENCE AND HEREBY AGREES TO WAIVE IN
ANY ACTION FOR SPECIFIC PERFORMANCE OF ANY SUCH OBLIGATION THE DEFENSE THAT A
REMEDY AT LAW WOULD BE ADEQUATE.
[Signature page follows]
24
IN WITNESS WHEREOF, the Company and the undersigned Investors have caused this
Stock Purchase 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
INVESTOR:
OHANA HOLDINGS, LLC
By:
\s\ Michael G. Mohr
Name: Michael G. Mohr
Title: Managing Member
Address:
Telephone:
Facsimile:
Number of Common Shares Purchased: Three
Hundred Forty-Four Thousand Eight Hundred
Twenty-Eight (344,828)
Tax Identification Number:
25
INVESTOR:
ZG VENTURES, LLC
By:
\s\ Miles Gilburne
Name: Miles Gilburne
Title:
Managing Member
Address:
Telephone:
Facsimile:
Number of Common Shares Purchased:
One Hundred Seventy-Two Thousand Four Hundred
Fourteen (172,414)
Tax Identification Number:
26