Exhibit 10.1
Execution Version
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE 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.
The Company and the Investors are executing
and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act, as amended (the
"Securities Act"), and Rule 506 of Regulation D promulgated thereunder; and
B.
The Investors desire to purchase, and the
Company wishes to sell, upon the terms and conditions stated in this Agreement,
an aggregate of 517,242 shares of the Company's Common Stock (the "Common
Shares") for an aggregate purchase price of $15,000,018.00.
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.
IN ADDITION TO THE TERMS
DEFINED ELSEWHERE IN THIS AGREEMENT, THE FOLLOWING TERMS USED IN THIS AGREEMENT
SHALL BE CONSTRUED TO HAVE THE MEANINGS SET FORTH BELOW:
(A)
"AFFILIATE" OF A PERSON MEANS ANY PERSON
THAT, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS OR IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SUCH PERSON, AS SUCH TERMS ARE
USED IN AND CONSTRUED UNDER RULE 144.
(B)
"AMEX" MEANS THE AMERICAN STOCK EXCHANGE
LLC.
(C)
"BUSINESS DAY" MEANS ANY DAY EXCEPT
SATURDAY, SUNDAY AND ANY DAY THAT IS A FEDERAL LEGAL HOLIDAY OR A DAY ON WHICH
BANKING INSTITUTIONS IN THE STATE OF HAWAII ARE AUTHORIZED OR REQUIRED BY LAW OR
OTHER GOVERNMENTAL ACTION TO CLOSE.
(D)
"CLOSING" MEANS THE CLOSING OF THE PURCHASE
AND SALE OF THE COMMON SHARES PURSUANT TO SECTION 2.1.
(E)
"CLOSING DATE" MEANS THE BUSINESS DAY
IMMEDIATELY FOLLOWING THE DATE ON WHICH ALL THE CONDITIONS SET FORTH IN ARTICLE
VIII HEREOF ARE SATISFIED, OR SUCH OTHER DATE AS THE PARTIES MAY MUTUALLY AGREE.
1
(F)
"COMMISSION" MEANS THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION.
(G)
"COMMON STOCK" MEANS THE COMMON STOCK, NO
PAR VALUE, OF THE COMPANY.
(H)
"COMMON STOCK EQUIVALENTS" MEANS,
COLLECTIVELY, OPTIONS AND CONVERTIBLE SECURITIES.
(I)
"COMPANY COUNSEL" MEANS STRADLING YOCCA
CARLSON & RAUTH, P.C., COUNSEL TO THE COMPANY.
(J)
"CONVERTIBLE SECURITIES" MEANS ANY STOCK
OR SECURITIES (OTHER THAN OPTIONS) CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR SHARES OF COMMON STOCK.
(K)
"EFFECTIVE DATE" MEANS THE DATE THAT THE
REGISTRATION STATEMENT REQUIRED TO BE FILED BY THE REGISTRATION RIGHTS AGREEMENT
IS FIRST DECLARED EFFECTIVE BY THE COMMISSION.
(L)
"EXCHANGE ACT" MEANS THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
(M)
"EXCLUDED SECURITIES" MEANS (A) ANY COMMON
STOCK ISSUED OR ISSUABLE (I) BY REASON OF A DIVIDEND, STOCK SPLIT, SPLIT-UP OR
OTHER DISTRIBUTION ON