ON SCHEDULE 4(D), (II) THE CONSTRUCTION AND DEVELOPMENT OF THE
KAPALUA BEACH CLUB, KAPALUA SPA, AND MAUKA INFRASTRUCTURE AND (III) GENERAL
CORPORATE PURPOSES, INCLUDING GENERAL AND ADMINISTRATIVE EXPENSES AND NOT FOR
(X) THE REPAYMENT OF ANY OTHER OUTSTANDING INDEBTEDNESS OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR (Y) THE REDEMPTION OR REPURCHASE OF ANY OF ITS OR ITS
SUBSIDIARIES' EQUITY SECURITIES.
(E)
FINANCIAL INFORMATION.
THE COMPANY AGREES
TO SEND THE FOLLOWING TO EACH INVESTOR (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) DURING THE REPORTING PERIOD (I) UNLESS THE FOLLOWING ARE FILED WITH
THE SEC THROUGH EDGAR AND ARE AVAILABLE TO THE PUBLIC THROUGH THE EDGAR SYSTEM,
WITHIN ONE (1) BUSINESS DAY AFTER THE FILING THEREOF WITH THE SEC, A COPY OF ITS
ANNUAL REPORTS ON FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q, ANY SEC FILINGS
INCLUDING ANY INTERIM REPORTS OR ANY CONSOLIDATED BALANCE SHEETS, INCOME
STATEMENTS, STOCKHOLDERS' EQUITY STATEMENTS AND/OR CASH FLOW STATEMENTS FOR ANY
PERIOD OTHER THAN ANNUAL, ANY CURRENT REPORTS ON FORM 8-K AND ANY REGISTRATION
STATEMENTS (OTHER THAN ON FORM S-8) OR AMENDMENTS FILED PURSUANT TO THE 1933
ACT, (II) ON THE SAME DAY AS THE RELEASE THEREOF, FACSIMILE COPIES OR E-MAILED
COPIES OF ALL PRESS RELEASES ISSUED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES,
AND (III) COPIES OF ANY NOTICES AND OTHER INFORMATION MADE AVAILABLE OR GIVEN TO
THE STOCKHOLDERS OF THE COMPANY GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING
AVAILABLE OR GIVING THEREOF TO THE STOCKHOLDERS.
AS USED HEREIN, "BUSINESS DAY"
MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS
IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY LAW TO REMAIN CLOSED.
20
(F)
LISTING.
THE COMPANY SHALL, PROMPTLY
FOLLOWING THE CLOSING, SECURE THE LISTING OF ALL OF THE REGISTRABLE SECURITIES
(AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) UPON THE
PRINCIPAL MARKET
(SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN SUCH LISTING ON THE
PRINCIPAL MARKET OR ANY ELIGIBLE MARKET OF ALL REGISTRABLE SECURITIES FROM TIME
TO TIME ISSUABLE UNDER THE TERMS OF THE TRANSACTION DOCUMENTS.
THE COMPANY
SHALL MAINTAIN THE AUTHORIZATION FOR QUOTATION OF THE COMMON STOCK ON THE
PRINCIPAL MARKET OR ANY ELIGIBLE MARKET (AS DEFINED IN THE NOTES).
NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL TAKE ANY ACTION WHICH WOULD BE
REASONABLY EXPECTED TO RESULT IN THE DELISTING OR SUSPENSION OF THE COMMON STOCK
ON THE PRINCIPAL MARKET.
THE COMPANY SHALL PAY ALL FEES AND EXPENSES IN
CONNECTION WITH SATISFYING ITS OBLIGATIONS UNDER THIS SECTION 4(F).
EXCEPT AS
OTHERWISE SET FORTH IN THE TRANSACTION DOCUMENTS, EACH PARTY TO THIS AGREEMENT
SHALL BEAR ITS OWN EXPENSES IN CONNECTION WITH THE SALE OF THE SECURITIES TO THE
BUYERS.
(G)
FEES.
THE COMPANY SHALL REIMBURSE THE RCG
ENTITIES OR THEIR DESIGNEE(S) (IN ADDITION TO ANY OTHER EXPENSE AMOUNTS PAID TO
ANY BUYER PRIOR TO THE DATE OF THIS AGREEMENT) FOR ALL REASONABLE COSTS AND
EXPENSES, INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS (INCLUDING ALL REASONABLE LEGAL FEES AND