4.2_Old Public Report _2017

Registration No.

TD216

Date Accepted

March 21, 2017 November 16, 2017

Date Revised

DISCLOSURE STATEMENT COVER PAGE ON THE TK RESORT VACATION OWNERSHIP PROJECT aka TIMBERS KAUA'I OCEAN CLUB & RESIDENCES (Name of Time Share Plan or Building) 3351 Ho'olaulea Way, Lihue, HI 96766 (Location)

read this disclosure statement before signing anything The disclosure statement is prepared and issued by the developer of the time share plan.

It is NOT prepared or issued by the State of Hawaii.

THE STATE OF HAWAII HAS NOT PASSED ON THE MERITS OF THE TIME SHARE PLAN DESCRIBED HEREIN.

DISCLOSURE STATEMENT THE TK RESORT VACATION OWNERSHIP PROJECT AKA TIMBERS KAUA’I OCEAN CLUB & RESIDENCES

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DEVELOPER Tower Kauai Lagoons 9B, LLC, 3351 Ho’olaulea Way, Lihue, HI 96766

2.

PLAN MANAGER The Plan Manager is Timbers Hawaii Real Estate LLC, whose business address is 201 Main Street, Suite 202, Carbondale, Colorado 81623 (the “Plan Manager”).

The Plan Manager is responsible for overseeing the day-to-day operations of the Property and the TK Resort Vacation Ownership project (the “Project”), including reservations management of the ownership program according to the Reservation Procedures. Duties include, but are not limited to providing hospitality services, assisting owners and guests with their vacation planning, concierge services, front desk services, housekeeping, maintenance, and reservations management. As well the Plan Manager is responsible to assist the Board of Directors of the TK Resort Vacation Owner’s Association (the “Board” or the “Board of Directors) with compliance with all applicable laws, regulations and requirements of the Club Documents which shall mean the Club Declaration (defined below) and the Association’s charter, bylaws, rules and regulations, Reservation Procedures and any valid amendments, modifications, and supplements thereto, and work with the Board of Directors to execute decisions of the Board. The Plan Manager is the primary liaison with the Managing Agent of the (Association of Apartment Owners of TK Resort Condominium (the “Condominium Association”). At present, the Plan Manager is also the Managing Agent for the Condominium Association.

The Responsible Managing Employee of the Plan Manager is Michael A. Cuthbertson who offices at 3351 Hoolaulea Way Lihue, HI 96766.

The Plan Manager’s duties shall be those set forth in The First Amended and Restated TK Resort Vacation Ownership Project Declaration of Covenants, Conditions and Restrictions recorded in the Bureau of Conveyances of the State of Hawaii on January 13, 2017 as Document No. A-62220726, as amended from time to time (the “Club Declaration”), in the management contract with the Association, and those set forth in Hawaii Administrative Rules §16-106-12(d), as amended from time to time, and shall include, but may not be limited to, the following: 1. Liaison with Association Board of Directors.

2. Implementation of all Association actions and decisions.

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3. Collections of amounts due to the Association.

4. Payment of all accounts payable of the Association from funds of the Association.

5. Maintenance of all financial records of the Association and preparation of annual and supplemental budgets.

6. Coordination of audits.

7. Obtaining and maintenance of insurance for the Association.

8. Hiring, paying, supervising, and discharging employees and contractors providing services to the Association.

9. Assisting the Association in complying with applicable laws and regulations.

10. Managing contracts on behalf of the Association.

11. Maintaining Association property in the manner required by the Club Documents.

12. Periodic inspection of Club Units for quality compliance.

13. Recommend appropriate reserve funds on behalf of the Association.

14. Provide reservation, housekeeping, transportation/valet parking, and exchange services in accordance with the Club Documents.

15. Provide such other duties as may be delegated to the Plan Manager by the Board from time-to-time.

3.

TIMESHARE PLAN The timeshare plan is an ownership plan. Owners shall have the obligation to pay annual dues based on budgets set by the Association, and such other charges as may be imposed from time to time by the Association or related to the Owners’ use of units in the Club program. Owners must agree to abide by the Club Documents of the Association, and the Condominium Documents of the Condominium Association including the House Rules, as the same may be amended from time to time. Owners shall have the right to reserve and utilize their allotted Club Interests in accordance with the terms and conditions of the Club program as set forth in the Reservation Procedures as amended from time to time.

The Developer retains various reserved rights to alter the project and the Club program in accordance with the terms of the Club Documents. In all other respects, and to the extent the Developer owns unsold Club Interests, the Developer shall have all the rights and responsibilities of an Owner.

4.

DESCRIPTION OF TIMESHARE UNITS, BUILDING, LOCATION, ETC. The Club Units are located within the TK Resort Condominium, which in turn is located within the 450 acre resort project known as the Hokuala Resort. The Hokuala Resort property currently includes an 18-hole golf course, internal shuttle, former retail and restaurant space, hiking and biking trails, shoreline trails, and a golf club-house. Future amenities may include hotel, condominium, and residential lots, retail and restaurant spaces, and a water shuttle for internal waterways. Amenities within the broader Hokuala Resort, whether existing or planned, may change from time to time and, in the case of planned amenities, may or may not be constructed.

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There are twenty-five (25) Club Units located within Buildings A and B of the TK Resort Condominium. The recorded Condominium Map depicting the overall layout of the condominium, location of buildings, structures, and appurtenances, and floor plan of different units is set forth in the attached Exhibit “C.” Club Units range from 3 to 4 bedrooms. Club Units are divided into either six (6) undivided Club Interests or twelve (12) undivided Club Interests. Owners of a one-sixth (“Kaiholo Program”) undivided share shall be entitled to use a Club Unit that is within the Kaiholo Program for at least six (6) weeks in a given year. Owners of a one-twelfth (“Maliula Program”) undivided share shall be entitled to use a Club Unit that is within the Maliula Program for at least three (3) weeks in a calendar year. The Reservation Procedures are more fully set forth in the Club Documents that are attached hereto. It is important to note that while an Owner will hold fee title to a Club Interest of a specific Club Unit, the Reservation Procedures allow Owners access to reserve the use of one of several equivalent Club Units within each specific interval program. The Project is currently under construction and the estimated completion date is prior to June 1, 2018. Club Units are expected to be available for occupancy at that time but an Owner’s actual use and occupancy will depend on the use period confirmed under the Reservation Procedures. Both the Club Association and the Condominium Association governing the Project require that the associations maintain insurance for all expected hazards and for damage to furniture, fixtures and equipment within Club Units.

Each Club Unit comes with a license to utilize one (1) parking space within the Condominium Project. Parking stalls are not deeded interests, but are by way of license to the VOA. The actual location of the parking stall may be changed, from time to time, and Owners are required to valet park their cars at all times.

There are three (3) different Unit Types within the Club Program. Maliula Program participants utilize Type “F” Units, which consist of three (3) bedroom units, each with sleeping accommodations for eight (8) persons. Kaiholo Program participants utilize either Type “A” Unit or Type “D” Unit. Type “A” Units consist of three (3) bedroom units, each with sleeping accommodations for eight (8) persons, and Type “D” Units consist of four (4) bedroom units, each with sleeping accommodations for ten (10) persons. Owners are not guaranteed any particular Club Unit. Reservation Procedures rotate pursuant to the Club Documents.

Reservation Procedures are fully set forth in Exhibit “F” attached to the Club Declaration and said procedures are also attached hereto as Exhibit “E”.

A complete listing of all Club Units, their Program Description, their Unit Type, and number of bedrooms and bathrooms per Club Unit is attached hereto as Exhibit “F.” PLEASE READ THE RESERVATION PROCEDURES CAREFULLY. The Developer is allowed to change the Reservation Procedures without Owner consent provided that such changes are applied uniformly to all Use Periods in the same Club program (1/6th or 1/12th or their replacement with Owners agreement as may be required under the Club Declaration) and provided further that such changes do not reduce the

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number of Use Periods afforded an Owner. What this means is that the amount of time you are entitled to reserve cannot be reduced without your consent, but the method by which you reserve use periods may change so long as the changes apply uniformly to all owners within a use program. Club Units may only be utilized by Owners (or the Developer to the extent that there are unsold interests owned by the Developer) within the Malihula and Kaiholo programs and their guests, invitees or lessees pursuant to the Reservation Procedures. Weeks not reserved by Owners, or the Developer as an Owner, will not be made available for rental by the general public or owners of other Timbers properties.

The Developer has the right to annex additional Units into the Club, making such Units subject to the Club Documents and, to the extent the Developer owns all Club Interests within a Club Unit, has the right to remove any such Club Unit from the Club. Upon such addition or removal, all ownership Shares of all Owners within the Association, including all the prorated amount of Club Expenses and voting percentages applicable to each Club Interest, shall be adjusted accordingly such that ownership Shares shall remain prorated amongst all Club Interests in accordance with the Club Declaration with the total percentage ownership equaling one-hundred percent (100%).

5.

MULTIPLE LOCATION TIMESHARE PLAN N/A

6.

TIMESHARE PLAN IN A CONDOMINIUM The Club Units are located within the TK Resort Condominium which consists of fifty (50) Condominium Units. Of those units, three (3) are Commercial Units, twenty-two (22) are whole ownership Units, and twenty-five (25) Units are submitted to the Club program as Club Units.

Owners of Club Interests are members of both the Association and the Condominium Association. Owners have the right to vote on matters before the membership of both the Association and the Condominium Association. With respect to matters before the Condominium Association, at least twenty (20) days before the annual meeting of the Condominium Association and ten (10) days before any special meeting of the Condominium Association, the Association Board shall obtain the agenda (to the extent available) and all other information which is reasonably available on the matters to be voted upon at such meeting. The Association Board shall provide notice of the agenda and information to each Owner, together with a ballot to be returned by each Owner. The ballot will request that each Owner indicate (to the extent feasible) the manner such Owner desires to vote upon each matter on the agenda. The Board shall appoint a representative to vote on behalf of the Owners of all Club Interests in each Club Unit.

The representative will vote in the manner that each Owner directs. If an Owner does not return a ballot, the Board, through its representative, may cast a vote on behalf of such Club Unit in the manner it considers to be in the best interests of the Owners. By default,

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Owners appoint the Association Board as its proxy to act on his/her/its behalf on all matters before the Condominium Association membership.

7.

RESTRAINTS ON TRANSFER OR PURCHASER’S INTEREST For so long as the Developer owns any unsold Club Interest, or for so long as the Developer or an affiliate of the Developer is the Plan Manager, the Developer shall have a right of first refusal to purchase any Club Interest from an Owner who desires to sell.

The right of first refusal is set forth in section 7.13 of the Club Declaration reads as follows: In the event an Owner desires to sell or convey or otherwise transfer ownership of such Owner's Club Interest and for so long as Developer has Club Interests to sell in the Club or the Developer or an affiliate of Developer is the Plan Manager, whichever shall be later, Developer shall have the right of first refusal to purchase the Club Interest under the same terms and conditions (including financing terms) as may be offered to or by a bona fide third party except as otherwise provided in this paragraph. Accordingly, each Owner desiring to sell his or her Club Interest must notify Developer in writing of his or her intent to list or sell his or her Club Interest. The Owner's written notice to the Developer must include the proposed listing, offer price and general terms of the proposed listing or sale. Upon receipt of such written notice, the Developer shall have fifteen (15) days within which to notify the Owner in writing as to whether the Developer elects to exercise its right of first refusal set forth therein. If Developer elects to exercise its right of first refusal, closing shall occur no later than sixty (60) days after Developer notifies the Owner in writing (within such fifteen (15) day period) of its decision to purchase the Club Interest. If Developer elects not to exercise its right of first refusal or fails to notify the Owner in writing of Developer's election to exercise its right of first refusal within such fifteen (15) day period, the Owner shall be entitled, for a period of seven (7) months thereafter, to list Owner's Club Interest with a third party resale agent or sell the Club Interest to a third party for a price equal to or greater than the price offered to Developer without further notice to Developer. If the Owner then fails to sell the Club Interest during such seven (7) month period in accordance with the preceding sentence, the Developer’s right of first refusal will be reinstated and continue to bind the Owner in accordance with the Club Declaration. Upon sale of the Club Interest to a third party, the Club Declaration, and Developer’s right of first refusal, will bind the successor Owner.

8.

MUTUAL RESCISSION PROVISION AND CLOSING There is a seven (7) calendar-day period of mutual rescission. Such rescission shall be without penalty and effected by mailing or delivering a notice of cancellation to the other party at the address specified on the contract. The notice of cancellation shall be effective upon mailing or delivery to the other party. The rescission period shall be measured from the latter of (1) execution of the sales contract, or (2) receipt of required disclosure documents and may be longer than that required by law. Each purchaser will be given a notice of cancellation form with the pertinent information filled in by the Developer at the time of purchase (see Form TS-10).

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Closing shall be not earlier than the issuance of a temporary certificate of occupancy (or its legal equivalent) for the Club Unit purchased and completion of the common elements and services associated with those common elements to which an Owner is entitled under the Club Declaration, and not later than June 1, 2018. If Closing does not occur by June 1, 2018, the Purchaser may terminate the purchase contract and all deposits shall be returned.

9.

TITLE DEFECTS OR ENCUMBRANCES See Attached Exhibit “A”. There is an existing $96,000,000 construction loan and mortgage entered into by the Developer and encumbering title to the property (the “Construction Loan”). The Construction Loan is a “blanket lien” as that term is defined in H.R.S. §514E-1 which currently defines a blanket lien as: a mortgage, deed of trust, option to purchase, master lease, vendor's lien or interest under a contract or agreement of sale, or any other lien or encumbrance that (i) affects more than one time share interest either directly or by reason of affecting an entire time share unit or the property upon which the time share unit to be used by the purchasers is located, and (ii) secures or evidences the obligation to pay money or to sell or convey the property and that authorizes, permits, or requires the foreclosure and sale or other defeasance of the property affected The Construction Loan is a lien which includes a mortgage on the entire Project including all of the Club Units and Club Interests as well as all contracts relating to the Project including, but not limited to your Sales Contract and the funds you have deposited into escrow under the terms of the Sales Contract. If the Construction Loan is foreclosed, the lender or whomever purchased the Developer’s interest at a foreclosure sale may, if it honors all Developer obligations, step into the shoes of the Developer with regard to your Sales Contract in which case it will honor all terms of the Sales Contract and any other obligation of the Developer with regard to the Project and the money you have placed into escrow will be used towards your purchase as described in the Sales Contract. If the Developer fails to pay what it owes under the Construction Loan when those amounts are due, the lender or whomever purchased the Developer’s interest at foreclosure sale may also choose, however, to terminate the Sales Contract only if closing under the Sales Contract has not yet occurred, at which point all your funds held by escrow will be returned to you. A foreclosure may also result in the issuance of an amended or supplemental Disclosure Statement in which case if you are still under contract you would have a renewed seven (7) day right to cancel your Sales Contract as described in paragraph 8 above.

Any sale that has closed cannot be reversed or undone by the lender or any subsequent Developer. Furthermore, foreclosure by the Lender prior to the sale of all Club Interests will not impact the right of any purchaser who has closed on a Club Interest to utilize any of the Project amenities including, but not limited to, Project features, Club benefits, and Reservation Rights in accordance with their terms since the right to use or access such

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amenities shall have vested at closing. However, you should be aware, that whomever succeeds to the rights of the Developer as a result of a foreclosure sale will enjoy the same rights as the Developer and those rights include the Developer’s rights to make alterations to the Project described in the Project Documents and summarized in paragraph 20 entitled “Developer’s Control Period” below and the limited right to change the Reservation Procedures described in paragraph 4 above. These changes may affect the Project including the management and branding of the Project. A foreclosure, however, does not expand or change any Developer’s rights. Those rights are simply transferred to whomever purchases or receives an assignment of the Developer’s unsold interest at foreclosure or as a result of the default.

The Construction Loan shall be released as to the purchased Club Interest prior to Closing by way of a recorded partial release and re-assignment of contracts which results in your Club Interest, and your rights to use the common elements and amenities associated with your ownership of a Club Interest being free and clear of the Construction Loan. The other encumbrances that do exist are customary easements and other encumbrances that one would expect of a Project of this nature located within a broader resort development.

10.

PENDING OR ANTICIPATED SUITS Developer has no knowledge of any pending or anticipated suits that affect the Developer or this project.

11.

FINANCIAL OBLIGATION OF PURCHASER The Purchaser shall be obligated to pay the full purchase price and contractual closing costs of the Club Interest. At the time of closing the purchaser will also be obligated to pay the prorated share of the annual assessments for the Club Interest and a one-time working capital payment to the Association calculated as three (3) months of annual assessment charged to the Club Interest. Purchaser shall also pay all closing costs, including, without limitation, the cost of preparation of the Club Interest Deed and any other conveyance documents, all of Escrow Agent’s fees, Purchaser’s notary fees, recording fees, the State of Hawaii conveyance tax on the transfer of the Club Interest, the cost of a preliminary title report and/or title insurance policy (if Purchaser does not inform Developer or Escrow Agent that Purchaser does not want or need a title report or a title policy) for Purchaser and Purchaser’s lender (including any additional costs relating to the issuance of an extended coverage title policy), the cost of obtaining Purchaser’s consents, if any, any mortgage fees, and any State of Hawaii General Excise Tax that may be incurred in connection with this transaction. Escrow and title fees have been negotiated by the Developer and a schedule of such fees are attached hereto as Exhibit “D.”

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12.

ESTIMATE OF DUES, MAINTENANCE FEES, REAL PROPERTY TAXES, ETC. See Attached Exhibit “B”. Dues are allocated based on the Club Interest within each interval (1/6 or 1/12) program. Dues are calculated based on the overall Association budget multiplied by the percentage Share of a given Club Interest. The Board does have the discretion to charge some or all of the Commercial Units Dues or Assessments. The Association is also responsible for a portion of the Condominium Association budget, and such amounts are included in the dues calculation attached hereto as Exhibit “B” and shall be included in future Association budgets. For budgetary purposes, the Commercial Units are not counted and do not currently pay any Condominium dues or assessments.

The Condominium Association Board has the discretion to charge some or all of the Commercial Units dues or assessments in the future.

13.

ESCROW ACCOUNT Escrow has been established with Title Guaranty Escrow Services, Inc. whose address is 235 Queen Street, Honolulu, Hawaii, 96813.

14.

ESCROW AGREEMENT AND CLOSING An Escrow Agreement has been entered into between Developer and Title Guaranty Escrow Services, Inc. (“Escrow Agent”) effective July 15, 2016. All purchasers and prospective purchasers should carefully read, in full, the escrow agreement because the summary set forth below is NOT a complete description of its contents.

The Escrow Agreement contains, among other things, the following terms and conditions (which may be modified or otherwise limited by provisions that are not summarized below): A. When a Purchaser shall enter into a Sales Contract and Deposit Receipt ("Sales Contract") for the sale of a Club Interest in the Project, it shall require the payments of deposits due thereunder to be made to Escrow Agent, and that an executed copy of the Sales Contract shall be delivered to Escrow Agent. Developer shall also promptly pay over to Escrow Agent all monies (including checks) received by Developer from or on behalf of the Purchaser in connection with the Sales Contract. Funds received by the Escrow Agent shall not be disbursed prior to (1) closing in accordance with the Sales Contract including receipt in recordable form of the partial release and reassignment of contracts relating to and partially releasing the Construction Loan in the manner and as referred to in paragraph 9 above, (2) termination of the Sales Contract, except upon agreement between Developer and the given Purchaser, or (3) cancellation within the seven (7) day period described in paragraph 8 above.

B. Escrow Agent shall receive, deposit and hold in one or more escrow accounts and disburse as set forth in the Escrow Agreement all payments received by it under the Sales Contract. All funds and instruments received from Purchasers or prospective Purchasers shall be held by Escrow Agent in accordance with the provisions

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contained in Chapter 514E-8 of the Hawaii Revised Statutes and Section 16-106-20 of the Hawaii Administrative Rules. Escrow Agent shall deposit all funds so received in a federally insured account at a financial institution authorized to do business in the State of Hawaii.

C. Except as may otherwise be set forth in the Escrow Agreement, no disbursement of a Purchaser's funds held by Escrow Agent under the Escrow Agreement shall be made unless and until the following conditions (among others) have been fulfilled: 1.

The seven-day cancellation period under HRS Section 514E-8 expires as to the purchaser whose funds are being disbursed with no cancellation notice having been received by Escrow Agent within the five-day period following expiration of the seven-day cancellation period; and 2.

Escrow Agent receives a sworn statement from Developer dated five days or more after expiration of the seven-day cancellation period that: (i) no cancellation notice postmarked on a date within the seven-day cancellation period was received from Purchaser whose funds are being disbursed; and (ii) no cancellation notice was otherwise received during the seven-day cancellation period.

D. Unless otherwise provided in the Escrow Agreement, Purchaser shall be entitled to a return of his or her funds, without interest and less any cancellation fee, and Escrow Agent shall pay such funds to such Purchaser if: (i) Developer or Purchaser delivers to Escrow Agent a valid notice of cancellation of the Sales Contract pursuant to HRS Section 514E-8 which provides that within seven calendar days after the execution of the contract to purchase the Club Interest, or within seven calendar days after the purchaser's receipt of this disclosure statement, whichever occurs later, either party may cancel the contract without penalty by mailing or delivering a notice of cancellation to the other party at an address specified on the contract. The notice of cancellation shall be effective upon mailing or delivery to the other party at the address specified on the contract; or (ii) Developer or Purchaser otherwise properly terminates the Sales Contract pursuant to its terms. If Purchaser defaults in the performance of Purchaser’s obligations under the Sales Contract, all the Purchaser’s funds shall be delivered in accordance with the Sales Contract.

E. If a Purchaser breaches the Sales Contract by failing to make a required payment to Escrow Agent or fails to do any act which would constitute an event of default under the Sales Contract, Developer shall promptly give Purchaser and Escrow Agent written notice of default. If Purchaser has failed to cure the default, Developer shall so advise Escrow Agent of such default in writing. Escrow Agent will thereupon notify Purchaser that Developer has declared Purchaser in default. If Developer elects to terminate the Sales Contract, then Escrow Agent shall treat all funds of the Purchaser as funds of Developer and not as funds of the Purchaser. Then, upon request by Developer, Escrow Agent shall pay such funds to Developer, less any escrow cancellation fee, and such funds shall be considered liquidated damages for Developer.

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F. Upon the cancellation of any Sales Contract as specified above, except for cancellation within the statutory seven (7) days as described above, Escrow Agent shall be entitled to a cancellation fee of $25 and document preparation fee.

G. Closing shall occur not earlier than the issuance of a certificate of occupancy or other governmental permission which shall authorize the use of the Club Units and completion of the common elements and availability of services associated with those common elements to which an Owner is entitled under the Club Declaration.

Until Closing, Buyer’s deposit(s) shall be held by Escrow and shall be refundable to the extent allowed under the Sales Contract.

The above summary is not intended to be a thorough and exhaustive explanation of all terms and provisions contained in the escrow agreement. While a purchaser can use this summary as a general summary of the escrow agreement, purchaser must refer to the escrow agreement to determine actual rights and obligations.

15.

ESTABLISHMENT OF NONPROFIT CORPORATION, CLUB MEMBERSHIP OR ASSOCIATION The Developer formed the TK Resort Vacation Owners Association (the “VOA” or the “Association”) in the State of Hawaii on May 16, 2016. The VOA shall be a non-profit entity, and all Owners shall be members of the VOA by virtue of their ownership of a Club Interests. The VOA shall manage all Club Units within the TK Resort Condominium and shall be responsible for assessing and collecting dues from Owners in furtherance of the same. The VOA shall also be responsible for hiring a plan manager to manage the VOA and its property on behalf of the Owners.

16.

DEVELOPER IS ALSO ACQUISITION AGENT, SALES AGENT, PLAN MANAGER OR EXCHANGE AGENT The Developer and the Plan Manager and the sales entities are affiliated entities by virtue of sharing either a common corporate parent, common executive level control, common majority ownership, or a combination of the foregoing. All sales will be offered by Timbers Hawaii Real Estate LLC and its agents.

As the Developer and Plan Manager are affiliated entities, there is the potential for conflicts of interest. For example, there is the potential that the Plan Manager could be viewed as favoring the Developer or the Developer’s Club Units in terms of third-party rentals, or Club Unit maintenance. Furthermore, while the Developer controls the Board, it may be construed that the Board’s actions could favor the Developer. These conflicts are unlikely to arise for the following reasons: First, the Board is governed by both the Club Declaration and statutory provisions that impose a level of responsibility upon it to act in the best interest of all Owners, irrespective of affiliation. Second, the Association retains the Plan Manager pursuant to a management contract that imposes a duty for the Plan Manager to act in the best interest of the Association and all Owners as a collective.

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Additionally the Plan Manager is affilated with the Exchange Agent which includes the requirement of Exclusive Affiliation between the Club Units and the Exchange Agent as further described in Section 23 below.

Finally, any decision or action of the Plan Manager or Developer that impacts Owners will impact the Developer on a pro-rata basis to the extent that the Developer retains ownership of any Club Unit. If a potential conflict of interest arises, the Plan Manager will first and foremost perform those duties delegated to it by law, the Club Declaration, and any applicable management contract and shall act in the best interest of the Association as required by the same 17.

COMPLIANCE WITH COUNTY REQUIREMENTS It has been confirmed by the proper county authority that the property is located in a zone as required by Section 514E-5, Hawaii Revised Statutes, and that timesharing is permitted.

18.

SALES IN VIOLATION OF HAWAII TIMESHARE LAW Pursuant to Section 514E-11.3, Hawaii Revised Statutes, every sale or transfer made in violation of Chapter 514E, Hawaii Revised Statutes, is voidable at the election of the purchaser.

19.

SERVICE OF PROCESS The Developer’s registered agent is Watanabe Ing LLP, 999 Bishop Street, FL 23, Honolulu, Hawaii, 96813. The VOA’s registered agent is Peter Horovitz, 2145 Wells Street, Suite 303, Wailuku, Hawaii, 96793.

20.

DEVELOPER’S CONTROL PERIOD The Developer’s Control Period shall end upon the first occur of: (a) when Developer no longer owns any Club Interest and has no further rights to annex a Resort Apartment to the Club as a Club Unit; (b) December 31, 2036; or (c) when Developer records an instrument terminating Developer's Control Period.

Pursuant to the Condominium Declaration and Condominium Association Bylaws, to and until December 31, 2036 (the “Developer Control Period”) the Developer has reserved numerous rights with respect to the Condominium project and the Condominium Association, including without limitation the right to grant and assign easements in furtherance of the Development of the Condominium project or the Hokuala Resort, subdivide, consolidate Units and/or the underlying land, add or remove Units or land, amend the Condominium Declaration and Condominium Association Bylaws and Condominium Map, recharacterize Common and Limited Common Elements, and otherwise modify the Condominium project. Notwithstanding the foregoing, changes that directly impact a Unit or the Limited Common Elements appurtenant to said Unit may require the consent of the Unit Owner. In the case of a Club Unit, consent shall mean the approval of the majority of interests of the Club Interest Owners holding title to said Club Unit, including any interest held or controlled by the Developer.

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During the Developer’s Control Period, the Developer shall have the exclusive right to appoint members of the Board, shall have the right to unilaterally amend the Club Declaration for the reasons set forth in Section 13.5 of the Club Declaration, and to amend the By-Laws. As set forth in Section 13.5.3 of the Club Declaration, the Developer may unilaterally change the Club Documents, including the Reservation Procedures, provided that such amendments are applied uniformly to all Use Periods in the same Club program (1/6 or 1/12 or their replacement with Ownership agreement as may be required under the Club Declaration) and does not reduce the number of Use Periods afforded an Owner.

As an Owner, during the Developer Control Period, you may have little to no rights to appoint Board Members and consent to the Developer being able to unilaterally alter or amend the Club Documents provided that such amendments do not materially impact your ownership of a Club Interest. You will retain the right, however, to vote your Share of membership interest on all matters before the membership of the Association, and your vote shall count in proportion to your overall Share of membership interest in the Association.

21.

UNINSURED CASUALTY/INSURANCE The Association shall at a minimum, maintain property insurance pursuant to the coverage requirements in the Condominium Documents applicable to Club Units, excluding the areas insured under the Condominium Documents, but including, without limitation, property insurance for all Club Units and for all fixtures, Club Furnishings, installations or additions, floor coverings, wall coverings, and ceiling coverings comprising that part of the building within the unfinished interior surfaces of the perimeter walls, floors, and ceilings of the individual Club Units initially installed, or replacements thereof of like kind or quality, in accordance with the original plans and specifications, or as existed at the time the first Club Interest therein was initially conveyed if the original plans and specifications are not available, but excluding all personal property of the Club Unit Owner and his or her Guests.

As set forth in the Declaration and the Condominium Declaration, In case at any time or times any improvements of the Common Elements shall be damaged or destroyed by any casualty not insured against, such improvements shall be rebuilt, repaired or restored unless Owners of Units (including Owners of Club Interests) to which are appurtenant at least seventy-five percent (75%) of the Common Interest, with the consent of their mortgagees, if such mortgagees require such consent, affirmatively vote against such rebuilding, repairing or restoration. Any such approved restoration of the Common Elements shall be completed diligently by the Condominium Association, and the cost thereof shall be a Common Expense. Unless such restoration is undertaken within a reasonable time after such casualty, the Condominium Association shall remove all remains of improvements so damaged or destroyed and restore the site thereof to good orderly condition and even grade, and the cost of any such removal and restoration shall be a Common Expense.

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What this means is that if the Common Elements are primarily insured by the Condominium Association and the contents of the Club Units, aside from personal property of a given Owner, are generally insured by the Condominium Association. If the Common Elements are damaged or destroyed, the Condominium Association shall first look to insurance proceeds to rebuild. If insurance proceeds are not available or insufficient, the Association shall rebuild such Common Elements unless holders of seventy-five percent (75%) of the Common Interest vote not to rebuild.

In addition to the Insurance maintained by the Association, Owners shall obtain, to the extent such insurance is commercially available and reasonably obtainable, the following: (1) liability insurance for bodily injury and property damage in an amount of not less than three hundred thousand dollars ($300,000) per occurrence; and (2) at their own option any such other insurance as the Owner may elect to procure for coverage including but not limited to, personal property of Owner stored at the Project, additional living expenses, and loss of use of the Club Unit. Developer does not represent or warrant that such insurance required of Owner is commercially or reasonably available.

22.

HOKUALA CLUB. As set forth in the Declaration and the Condominium Declaration, The Hokuala Club is a non-proprietary, non-voting resort membership club located within the Hokuala Resort community. The facilities of The Hokuala Club, which include golf, tennis, beach and swimming facilities among others, are currently owned by Tower Kauai Lagoons LLC, a Delaware limited liability company, or its subsidiaries (the “Hokuala Club Owner”). The Hokuala Club is currently operated by Timbers Kauai Management LLC, a Hawaii limited liability company (the “Operator”). Various types of memberships may be offered in The Hokuala Club. Memberships in the Hokuala Club are offered pursuant to, and are governed by a Membership Plan, Rules and Regulations and Membership Agreement as the same may be amended from time to time (collectively the “Membership Documents”).

Each Owner, subject to approval for membership, is required to acquire at least a “resident membership” in The Hokuala Club and maintain a membership in the Hokuala Club for so long as said Owner owns a Club Interest.

The annual assessments levied for membership in the Hokuala Club may, at the discretion of the Board of Directors of the Association, be included in annual dues and assessments of the Association. If it is not, an Owner shall be required to separately pay for such annual assessment as and when due to the Hokuala Club pursuant to the rules of the Hokuala Club, as amended from time to time. To the extent Hokuala Club assessments are included in the Association’s annual Club Expenses, such amount shall be treated as a Charge due to the Association and subject to all rights of collection, lien and assessment afforded to the Association by the Club Declaration or applicable law.

13

Membership in the Hokuala Club does not necessarily entitle purchasers to use all of the resort facilities of the Hokuala resort community. Further, the amenities offered by the Hokuala Club may change from time to time at the sole discretion of the Hokuala Club Owner and the Operator, and the annual assessments for the Hokuala Club shall be set at the sole discretion of the Hokuala Club Owner and/or Operator.

23.

RESORT AFFILIATION AGREEMENT. An affiliate of Managing Agent and Plan Manager, Timbers Exchange, LLC, has entered into a Resort Affiliation Agreement with the Association (the “TRP Affiliation Agreement”) through which owners shall have an opportunity to participate in a program known as the “Timbers Reciprocity Program.” During the Term, the Resort shall be exclusively affiliated with the Timbers Reciprocity Program, Timbers Exchange, LLC shall be the exclusive exchange company for the Club Units and the Plan Manager, and the Plan Manager shall not enter into or permit any owner of any Club Unit (whether or not such Club Unit owner is a Member of Timbers Reciprocity Program) to enter into any agreement or arrangement with any other party to provide exchange services to any Club Unit owner unless the Plan Manager otherwise agrees in writing.

If an Owner desires to participate in the Timbers Reciprocity Program, Owner may, following Closing, register on-line at www.collectionmembers.com or call (877) 877-4405 for assistance in registration or for more information. The initiation fee will be waived for Owner if Owner elects to participate in the Timbers Reciprocity Program, but facilitation fees, which are currently set at USD $250.00 per use, will thereafter be due and payable at the time an Owner participates in the program, as further described in the TRP Guidelines. TRP members are also responsible for incidentals, personal service charges and housekeeping fees at any property they visit through the Timbers Reciprocity Program. In the event Owner resells its Club Unit in the future, the transferee will be required to pay the then-applicable transfer fee (currently set at USD $3,500.00) if the transferee desires to participate in the Timbers Reciprocity Program. If the Purchaser resells its Club Unit by retaining a resale broker that is not approved by the Plan Manager, however, the interested transferee will be required to pay the then-applicable TRP initiation fee (currently set at USD $35,000.00). Fees may be amended or modified in the future as set forth in the TRP Guidelines.

14

EXHIBIT A ENCUMBRANCES AGAINST TITLE

1.

Real Property Taxes, if any, that may be due and owing.

Item I (Lot 9A) is covered by Tax Key: (4) 3-5-001-216.

Tax Classification: HOTEL AND RESORT Item II (Lot 9B) is covered by Tax Key: (4) 3-5-001-217.

Tax Classification: HOTEL AND RESORT The Office of the Tax Assessor has indicated that the Tax Key for the Fiscal Year 2017-2018 will be (4) 3-5-001-216, C.P.R. Nos. 0001 through 0050.

2.

Mineral and water rights of any nature.

3.

The terms and provisions contained in DEED dated June 29, 1977, recorded in Liber 12300 at Page 260.

4.

CERTIFICATE OF CONDITIONS dated May 16, 1984, recorded in Liber 17931 at Page 249, by AMFAC PROPERTY DEVELOPMENT CORPORATION, a division of AMFAC, INC., a Hawaii corporation.

5.

RIGHT-OF-ENTRY in favor of CITIZENS UTILITIES COMPANY, whose interest is now held by KAUAI ISLAND UTILITY CO-OP, and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED (now known as HAWAIIAN TELCOM, INC.), dated July 24, 1986, recorded in Liber 19887 at Page 53.

6.

The terms and provisions contained in DEED dated March 25, 1987, recorded in Liber 20496 at Page 304, as corrected in CORRECTION DEED (The Kauai Lagoons - Lots 2, 5, 6, 7, 8, 10 and 11) dated as of January 15, 1988, recorded in Liber 21584 at Page 334.

The foregoing includes, but is not limited to, the following:

EXHIBIT A CONTINUED

"And the Grantee does hereby covenant and agree to assume the obligations of LPC under the Decision and Order of the Land Use Commission of the State of Hawaii, issued on August 22, 1983 (Docket No. 82530), reserving unto the Grantee, however, the right to seek relief therefrom or modifications thereof from said Land Use Commission or any other appropriate governmental authority."

7.

RIGHT OF ENTRY dated September 24, 1987, recorded in Liber 21309 at Page 338, in favor of CITIZENS UTILITIES COMPANY, whose interest is now held by KAUAI ISLAND UTILITY CO-OP, and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED (now known as HAWAIIAN TELCOM, INC.)

8.

GRANT OF EASEMENT in favor of THE LIHUE PLANTATION COMPANY, LIMITED, a Hawaii corporation, dated as of January 15, 1988, recorded in Liber 21584 at Page 361; granting a nonexclusive right and easement for drainage purposes over and across Lot 2, as shown on File Plan 1905.

9.

FILE PLAN 1905 SUBDIVISION AGREEMENT dated January 15, 1988, recorded in Liber 22624 at Page 432, by and among the COUNTY OF KAUAI, HEMMETER-VMS KAUAI COMPANY I and the LIHUE PLANTATION COMPANY, LIMITED.

10.

The terms and provisions contained in DEED dated January 30, 1991, recorded as Document No. 91-012227.

11.

The terms and provisions contained in the following:

EXHIBIT A CONTINUED

ROADWAY AND UTILITY EASEMENT AGREEMENT dated as of January 30, 1991, filed as Land Court Document No. 1797886, recorded as Document No. 91-012273, by and among HEMMETER-VMS KAUAI COMPANY I, a Hawaii limited partnership, HEMMETER-VMS KAUAI COMPANY II, a Hawaii limited partnership, KAUAI LAGOONS RESORT COMPANY, LTD. a Hawaii corporation, and KAUAI LAGOONS HOTEL COMPANY, LTD., a Hawaii corporation, as amended by instruments dated August 3, 1994, filed as Land Court Document No. 2178041, recorded as Document 94-129352, and dated as of October 13, 2011, filed as Land Court Document No. T-9115235, recorded as Document No. A54630719 (Joinder and Consent by KAUAI LAGOONS LLC, a Hawaii limited liability company, and ASSOCIATION OF APARTMENT OWNERS OF KALANIPU'U CONDOMINIUM, a Hawaii non-profit corporation, dated April 30, 2015, recorded as Document No. A-55980530A thru A55980530B, filed as Land Court Document No. T-9250133).

12.

The terms and provisions contained in CERTIFICATE AND AUTHORIZATION dated November 6, 1991, recorded as Document No. 92-081744, made by and among WM. HYDE RICE, LIMITED, a Hawaii corporation, KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation, KAUAI LAGOONS BEACH HOTEL COMPANY, LTD., a Hawaii corporation, HEMMETER-VMS KAUAI COMPANY I, a Hawaii limited partnership, HEMMETER-VMS KAUAI COMPANY II, a Hawaii limited partnership, and HEMMETER-VMS KAUAI COMPANY III, a Hawaii general partnership.

13.

Unrecorded AGREEMENT dated June 1, 1992, of which a MEMORANDUM is filed as Land Court Document No. 1937365, recorded as Document No. 92-123466, by and between KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation, and ANDREW LELAND NICKLES.

EXHIBIT A CONTINUED

14.

The terms and provisions contained in unrecorded MARRIOTT KAUAI HOTEL USE AGREEMENT dated August 3, 1994, of which a SHORT FORM HOTEL USE AGREEMENT is dated August 3, 1994, filed as Land Court Document No. 2169456, and recorded as Document No. 94-129350, by and between KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation, and MARRIOTT KAUAI, INC., a Delaware corporation, and MARRIOTT KAUAI OWNERSHIP RESORTS, INC., a Delaware corporation, for a term commencing on the "Re-Opening Date" and terminating on December 31, 2015.

ASSIGNMENT AND ASSUMPTION OF MARRIOTT KAUAI HOTEL USE AGREEMENT dated as of June 15, 2001, by and between MARRIOTT KAUAI, INC, a Delaware corporation ("Assignor"), and HPTMI HAWAII, INC., a Delaware corporation ("Assignee"), filed as Land Court Document No. 2716830, recorded as Document No. 2001-097931.

15.

The terms and provisions contained in unrecorded KAUAI LAGOONS RESORT GOLF AND TENNIS PLAY AGREEMENT dated August 3, 1994, by and between KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation ("Resort Company"), and MARRIOTT KAUAI, INC., a Delaware corporation, ("Hotel Company"), of which a SHORT FORM GOLF AND TENNIS PLAY AGREEMENT is dated August 3, 1994, filed as Land Court Document No. 2169457, and recorded as Document No. 94129351, on and over the premises described herein, for a term commencing on the date on which Hotel Company acquires title to Hotel Property, and terminating on March 30, 2060.

ASSIGNMENT AND ASSUMPTION OF KAUAI LAGOONS GOLF AND TENNIS PLAY AGREEMENT dated as of June 15, 2001, filed as Land Court Document No. 2716832, recorded as Document No. 2001-097935, by MARRIOTT KAUAI, INC., a Delaware corporation, as "Assignor", and HPTMI HAWAII, INC., a Delaware corporation, as "Assignee".

MEMORANDUM OF LEASE AGREEMENT dated effective as of June 15, 2001, by and between HPTMI HAWAII INC., a Delaware corporation ("Landlord"), and HPT TRS MI-135, INC., a Delaware corporation ("Tenant"), filed as Land Court Document No. 2716833, recorded as Document No. 2001-097936.

EXHIBIT A CONTINUED

FIRST AMENDMENT TO SHORT FORM GOLF AND TENNIS PLAY AGREEMENT dated April 18, 2008, filed as Land Court Document No. 3736831 and recorded as Document No. 2008-061422.

MEMORANDUM OF LEASE AGREEMENT OF MARRIOTT'S KAUAI RESORT AND BEACH CLUB, OWNER AND DEVELOPER RIGHTS UNDER DECLARATION OF CONDOMINIUM PROPERTY REGIME, AND PARKING SUBLEASE dated as of January 1, 2008, filed as Land Court Document No. 3736832, recorded as Document No. 2008-061423, by and between HPTMI HAWAII, INC., a Delaware corporation, and ESSEX HOUSE CONDOMINIUM CORPORATION, a Delaware corporation.

Said Agreement is subject to any matters arising from or affecting the same.

16.

GRANT OF AVIGATION AND NOISE EASEMENT in favor of the STATE OF HAWAII, Department of Transportation, Airports Division, dated March 21, 2002, recorded as Document No. 2002-228662; granting (i) an easement and right of way, appurtenant to the Lihue Airport, for the passage of all aircraft in the air space above the Easement Premises; and (ii) an easement to discharge, emit or otherwise transmit noise, and also fumes, etc.

17.

The terms and provisions contained in the QUITCLAIM DEED, dated as of June 30, 2003, recorded as Document No. 2003-141861.

CORRECTION QUITCLAIM DEED dated as of July 15, 2003, recorded as Document No. 2003-158666.

18.

The terms and provisions contained in that certain Limited Warranty Deed dated ---(acknowledged October 13, 2005), recorded as Document No. 2005-209699, as follows: "(A) The Property is located in the proximity of the Lihue Airport. As a result, aircraft flights over or near the Property may result in noise, odors, dust, mosquitoes, vibrations, lights, and other nuisances and disturbances.

EXHIBIT A CONTINUED

(B)

A portion of the Property is adjacent to the Kauai Lagoons Golf Courses. The maintenance, operation and use of the golf courses, driving range, practice facilities and other facilities that comprise the Kauai Lagoons Golf Courses may result in nuisances, disturbances or hazards to persons or property on or about the Property, including without limitation injuries, illness and other damages caused by the use of golf carts and maintenance equipment, stray golf balls, spraying (including herbicides, fungicides, insecticides and other agricultural chemicals), particulates, and the use of non-portable water systems, and from noise, odors, traffic, view obstructions and surface water runoff. The manner of operation of the Kauai Lagoons Golf Courses may be changed at any time at the discretion of their owner or operator. The Property is also part of the Kauai Lagoons Resort. Resort-related activities such as golf tournaments, broadcasting, filming, concerts and luaus may result in further nuisances or hazards to persons or property on or about the Property."

(C)

The Property is adjacent to or near other property that may be developed in the future. As a result, persons and property on or about the Property may be exposed to noise, dust, traffic, odors, vibrations, lights, and other construction related nuisances and disturbances.

(D)

A portion of the Property is near the Lihue Wastewater Treatment Plant. The maintenance, operation and use of that plant may result in nuisances and disturbances to persons or property on or about the Property, including without limitation noise, odors, dust, mosquitoes, vibrations, lights, and other nuisances and problems."

19.

The terms and provisions contained in the LIMITED WARRANTY DEED, dated ---(acknowledged July 19, 2007), filed as Land Court Document No. 3641266, recorded as Document No. 2007-144031.

20.

The terms and provisions contained in the following:

EXHIBIT A CONTINUED

INSTRUMENT :

DECLARATION OF DEED RESTRICTION CONCERNING DENSITY IN THE OPEN DISTRICT ZONE OF KAUAI LAGOONS RESORT

DATED FILED RECORDED

December 18, 2007 Land Court Document No. 3697357 Document No. 2007-223761

: : :

21.

The terms and provisions contained in the LIMITED WARRANTY DEED WITH COVENANTS, dated February 22, 2008, recorded as Document No. 2008-040611.

22.

The terms and provisions contained in the following: INSTRUMENT :

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS

DATED RECORDED FILED

---(acknowledged February 22, 2008) Document No. 2008-040613 Land Court Document No. 3723797

: : :

The foregoing includes, but is not limited to, matters relating to association liens which may be superior to certain mortgages.

FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated June 12, 2009, filed as Land Court Document No. 3870079, recorded as Document No. 2009-093734.

SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated December 29, 2014, filed as Land Court Document No. T-9130059, recorded as Document No. A54780169.

EXHIBIT A CONTINUED

ASSIGNMENT OF DECLARANT RIGHTS UNDER DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated as of December 29, 2014, filed as Land Court Document No. T-9130061, recorded as Document No. A-54780206, made and given by KAUAI LAGOONS, LLC, a Hawaii liability company, and MORI GOLF (KAUAI), LLC, a Delaware limited liability company (collectively, "Assignor"), in favor of TOWER KAUAI LAGOONS LAND, LLC, TOWER KAUAI LAGOONS HOTEL, LLC, TOWER KAUAI LAGOONS 8, LLC, TOWER KAUAI LAGOONS 9B, LLC, TOWER KAUAI LAGOONS 9C, LLC, TOWER KAUAI LAGOONS 9D, LLC, TOWER KAUAI LAGOONS SUB 1, LLC, TOWER KAUAI LAGOONS SUB 2, LLC, TOWER KAUAI LAGOONS SUB 3, LLC, TOWER KAUAI LAGOONS SUB 4, LLC, TOWER KAUAI LAGOONS SUB 7, LLC, 2014 KAUAI LAGOONS GOLF, LLC, TOWER KAUAI LAGOONS RETAIL, LLC, all of which are Delaware limited liability companies (collectively, "Assignee").

ASSIGNMENT OF DECLARANT RIGHTS UNDER DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated as of April 30, 2015, recorded as Document No. A-55980535, made and given by TOWER KAUAI LAGOONS LAND, LLC, TOWER KAUAI LAGOONS HOTEL, LLC, TOWER KAUAI LAGOONS 8, LLC, TOWER KAUAI LAGOONS 9B, LLC, TOWER KAUAI LAGOONS 9C, LLC, TOWER KAUAI LAGOONS 9D, LLC, TOWER KAUAI LAGOONS SUB 1, LLC, TOWER KAUAI LAGOONS SUB 2, LLC, TOWER KAUAI LAGOONS SUB 3, LLC, TOWER KAUAI LAGOONS SUB 4, LLC, TOWER KAUAI LAGOONS SUB 7, LLC, 2014 KAUAI LAGOONS GOLF, LLC, TOWER KAUAI LAGOONS RETAIL, LLC, all of which are Delaware limited liability companies (collectively, "Assignors), in favor of TOWER KAUAI LAGOONS TS, a Delaware limited liability company ("Assignee").

23.

-AS TO ITEM II (LOT 9-B) ONLY:(A) DESIGNATION OF EASEMENT "U-1" for utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated April 22, 2008, revised on July 31, 2008, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on September 23, 2008.

EXHIBIT A CONTINUED

(B) DESIGNATION OF EASEMENT "U-2" for utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated April 22, 2008, revised on July 31, 2008, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on September 23, 2008.

24.

GRANT OF AVIGATION AND NOISE EASEMENT in favor of the STATE OF HAWAII, DEPARTMENT OF TRANSPORTATION, AIRPORTS DIVISION, dated October 14, 2008, filed as Land Court Document No. 3800089, recorded as Document No. 2008-162922; granting (i) an avigation easement for the flight of aircraft in all the airspace above, or in the airspace of the Property being more particularly described in Exhibit "A " attached thereto, to an infinite height above said Property; (ii) an easement, insofar as the Property being more particularly described in Exhibit "A" attached thereto, is concerned and affected, to discharge, emit, or otherwise transmit noise at levels not exceeding the 60 day-night average sound levels (DNL) as delineated by the 1991 Noise Contour Map. AMENDMENT TO 2008 AVIGATION EASEMENT AND SUPPLEMENTAL GRANT OF AVIGATION AND NOISE EASEMENT, dated April 9, 2010, recorded as Document No. 2010-050288.

25.

RIGHT-OF-ENTRY dated October 6, 2008, recorded as Document No. 2008-166719, in favor of KAUAI ISLAND UTILITY COOPERATIVE, a cooperative association formed pursuant to the provision of Chapter 421C of the Hawaii Revised Statutes, and HAWAIIAN TELCOM, INC., a Hawaii corporation,

26.

-AS TO ITEM II (LOT 9-B) ONLY:The terms and provisions contained in the following: INSTRUMENT :

LIMITED WARRANTY DEED WITH COVENANTS (KAUAI LAGOONS LLC PROPERTY - LARGE LOT SUBDIVISION)

DATED RECORDED

September 5, 2008 Document No. 2008-166755

: :

EXHIBIT A CONTINUED

27.

-AS TO ITEM I (LOT 9-A) ONLY:(A) The terms and provisions contained in the following: INSTRUMENT :

LIMITED WARRANTY DEED WITH COVENANTS (MORI GOLF (KAUAI), LLC - LARGE LOT SUBDIVISION)

DATED RECORDED

September 5, 2008 Document No. 2008-166756

: :

(B) DESIGNATION OF DETENTION BASIN DB-7 as shown on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated November 26, 2008, revised December 9, 2008, and approved by the Planning Department of the County of Kauai on December 9, 2008.

(C) BUILDING SET BACK LINE A-1 as shown on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated November 26, 2008, revised December 9, 2008, and approved by the Planning Department of the County of Kauai on December 9, 2008.

(D) The terms and provisions contained in the following:

28.

INSTRUMENT :

LIMITED WARRANTY DEED WITH COVENANTS AND GRANTS OF EASEMENT (KAUAI COUNTY SUBDIVISION 2008-24)

DATED RECORDED

December 19, 2008 Document No. 2008-191226

: :

RIGHT-OF-ENTRY dated November 11, 2008, recorded as Document No. 2008-188413, in favor of KAUAI ISLAND UTILITY COOPERATIVE, a cooperative association formed pursuant to the provision of Chapter 421C of the Hawaii Revised Statutes, and HAWAIIAN TELCOM, INC., a Hawaii corporation.

EXHIBIT A CONTINUED

29.

RIGHT-OF-ENTRY dated December 22, 2008, recorded as Document No. 2009-002963, in favor of TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership, through its Hawaii Division, doing business as Oceanic Time Warner Cable.

30.

-AS TO ITEM I (LOT 9-A) ONLY:(A) DESIGNATION OF EASEMENT "A-2-A" for access purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

(B) DESIGNATION OF EASEMENT "SA-1-A" (10 feet wide) for access and utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

(C) DESIGNATION OF EASEMENT "AU-3A" for access and utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

(D) DESIGNATION OF EASEMENT "A-2-B" for golf course purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

EXHIBIT A CONTINUED

(E) DESIGNATION OF EASEMENT "RD-3" for road and utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

(F) GRANT OF PEDESTRIAN ACCESS EASEMENT AND CANCELLATION OF PORTION OF EASEMENT 16, in favor of the COUNTY OF KAUAI, a political subdivision of the State of Hawaii, dated --(acknowledged September 6, 2011, January 31, 2012 and March 15, 2012), recorded as Document No. A-44710562; granting a nonexclusive easement for pedestrian access purposes over and across Easement SA-1-B, said easement being more particularly described therein, and as shown on the map attached thereto.

31.

DESIGNATION OF EASEMENT "UT-10" for utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

32.

DESIGNATION OF EASEMENT "UT-11" for utility purposes, as shown on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

33.

The terms and provisions contained in the following: INSTRUMENT :

FIRST AMENDED AND RESTATED DECLARATION OF CONDOMINIUM PROPERTY REGIME OF "TK RESORT CONDOMINIUM" PROJECT

DATED

effective as of December 14, 2016

:

EXHIBIT A CONTINUED

RECORDED MAP

: :

Document No. A-61990858 5545 and any amendments thereto

-Note:- The Common Interests as set forth in the above First Amended and Restated Declaration of Condominium Property Regime do not conform to one hundred percent (100%) of the Common Interests mentioned therein.

The foregoing First Amended and Restated Declaration restates the original Declaration dated effective as of June 2, 2016, recorded as Document No. A-60090448, and any amendments thereto.

34.

The terms and provisions contained in the following: INSTRUMENT :

BY-LAWS OF THE ASSOCIATION OF APARTMENT OWNERS

DATED RECORDED

effective as of June 2, 2016 Document No. A-60090449

: :

Said By-laws were amended by instrument dated effective as of December 14, 2016, recorded as Document No. A-61930822.

35.

The terms and provisions contained in the following: INSTRUMENT :

FIRST AMENDED AND RESTATED TK RESORT VACATION OWNERSHIP PROJECT DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

DATED RECORDED

effective as of December 23, 2016 Document No. A-62220726

: :

The foregoing includes, but is not limited to, matters relating to right of first refusal.

(Affects certain Apartments in the "TK RESORT CONDOMINIUM" project more particularly described therein.)

The foregoing First Amended and Restated Declaration restates the original Declaration dated June 2, 2016, recorded as Document No. A-60090450.

EXHIBIT A CONTINUED

36.

37.

CONSTRUCTION MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS MORTGAGOR

:

TOWER KAUAI LAGOONS 9B, LLC, a Delaware limited liability company

MORTGAGEE

:

MOSAIC TIMBERS KAUAI, LLC, a Delaware limited liability company, as agent, lead arranger and bookrunner for itself and for each of the other lenders who are or may become a party to the Loan Agreement dated as of November 28, 2016

DATED RECORDED AMOUNT

: : :

November 28, 2016 Document No. A-61840093 $96,000,000.00

FINANCING STATEMENT DEBTOR

:

TOWER KAUAI LAGOONS 9B, LLC

SECURED PARTY

:

MOSAIC TIMBERS KAUAI, LLC, as agent, lead arranger and bookrunner

RECORDED : RECORDED ON:

Document No. A-61840094 December 6, 2016

38.

Any unrecorded leases and matters arising from or affecting the same.

39.

Discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey or archaeological study would disclose.

40.

Any lien (or claim of lien) for services, labor or material arising from an improvement or work related to the land described in Schedule C herein.

END OF EXHIBIT A

TK RESORT CONDOMINIUM TK RESORT VACATION OWNERS ASSOCIATION ESTIMATED ANNUAL BUDGET Assessment Per Fractional Interest

TK Resort Vacation Owners Association Club Expenses G&A Accounting Human Resources Guest Seivices Loss Prevention Reseivations Landscaping Housekeeping Repairs & Maintenance Pool Utilities Insurance Residential Transportation Spa Restaurant Recreation

Total VOA

Club Expenses

Annual 25 Units

Annual

11,903

s

26,188

$

71,809 89,851

$ $

$

1,492 929 979

$ $ $

3,282 2,045 2,154

890,998

$

161,659

$

3,400

$

7,480

3,364,651

$

1,373,308

$

15,303

$

33,668

2,473,653

$

$

$

$

390,000 197,892 303,105

1,052,657

$

4,737,959

$

Total TK Resort Vacation Owners Association Club Expenses $

3,685,302

$

$ $ $

461,809 287,743 303,105

$

Total Other TK Resort Vacation Owners Association Expenses $ Total TK Resort Vacation Owners Association Club Expenses $ OtherCharges Community Association Assessments (1) Hokuala Club Membership Assessments (2)

$

$

$ $ $ $ $

$

$ $

332,520 227,044 141,764 446,163 201,511 91,200 20,000 441,191 353,450

-

201,810 17,000

-

-

$

-

-

$ $ $ $ $ $ $

$

$ $

$ $ $ $ $

$

11

89,191 40,000

$ $

89,191 40,000

$ $

288 129

$ $

634 284

$

129,191

$

129,191

$

417

$

918

3, 364,6s1

I

,;.s _==1�,s=o=2�,s=o_;__Jo I

bl

I, Michael A Cuthbertson, employed by Timbers Hawaii Real Estate LLC, the managing agent for the TK Resort Vacation Owners Association, hereby certify that the above estimates of annual assessments and disbursements were prepared in accordance with generally accepted accounting princi les.

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Signature

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$

$ $

Total Estimated Annual Assessments bl $===4�,�86�7da,1�5=tdl ,;.

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2,987 2,033 1,293 3,754 2,017 648 1,020 3,977 3,742 838 3,050 656 85 33 46

1,211,649

123,610 118,469 173,165 117,934 227,344 75,286 11,928 4,595 6,417 1,500

$

Annual 48 Interests

$

$ $ $ $ $

$ $ $ $ $ $ $

Kalholo Club

Annual 204 Interests

$ $ $ $ $ $ $

87,809 58,987 40,154 82,165 82,287

420,329 286,031 181,918 528,329 283,797 91,200 143,610 559,660 526,615 117,934 429,154 92,286 11,928 4,595 6,417 1,500

Maliula Club

1,358 924 588 1,706 917 295 464 1,808 1,701 381 1,386 298 39 15 21 5

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Other TK Resort Vacation Owners Association Expenses General Capital Reseive Management Fee Real Estate Taxes

AOAOCommon Expenses Annual

JVL'-/ \0, 2. Q\� Date

Exhibit B

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EXHIBIT "C"

EXHIBIT “D” TITLE GUARANTY SCHEDULE OF ESCROW & TITLE FEES TIMBERS KAUAI – OCEAN CLUB & RESIDENCES (Timeshare Interest)

Sales Price Range $200,000 - $500,000 $500,001 - $1,000,000 $1,000,001 - $2,000,000 $2,000,001 - $3,000,000 $3,000,001 - $4,000,000 $4,000,001 - $5,000,000 $5,000,001 - $6,000,000 $6,000,001 - $7,000,000 $7,000,001 - $8,000,000

Escrow Fee $700 + tax $1,200 + tax $1,700 + tax $2,400 + tax $3,100 + tax $3,800 + tax $4,500 + tax $4,500 + tax $4,500 + tax

Title Fee $1,000 $1,500 $2,400 $3,200 $4,000 $4,800 $5,600 $6,400 $7,200

If more than one timeshare interest is purchased under the same purchase agreement, the escrow and title fees will be based on the aggregate purchase price set forth in the purchase agreement.

At the time of closing, a separate escrow fee and title insurance fee may be charged for a parking unit, storage locker or storage unit, as applicable. If a parking unit or storage unit is sold following the closing, escrow and title fees for such unit will be determined prior to such closing.

If additional escrow or title work is required that does not pertain to the sales contract, we reserve the right to charge additional fees.

This special escrow and title fee will remain in effect for two years from date of this agreement.

609912.5

1

EXHIBIT “E” RESERVATION PROCEDURES These Reservation Procedures are promulgated as of the Effective Date of the Declaration of Covenants, Conditions and Restrictions of the TK Resort Vacation Ownership Project (as amended and supplemented from time to time, the “Club Declaration”). Capitalized terms used but not defined in these Reservation Procedures shall have the meanings given them in the Club Declaration.

ARTICLE I GENERAL There are multiple Club Units, some of which are owned by Owners holding one-sixth undivided interests as tenants in common therein (the “Kaiholo Program”) and some of which are owned by Owners holding one-twelfth undivided interests as tenants in common therein (the “Maliula Program”). The Kaiholo Program and the Maliula Program are each separate “Programs” within the Club. These Reservation Procedures apply to the Club Units of the Kaiholo Unit Type and the Maliula Unit Type and to the Owners of Club Interests therein. Each Club Interest Owner and his or her Occupants shall at all times comply with these Reservation Procedures and use their best efforts to ensure that such Reservation Procedures are fully and faithfully observed by other Club Interest Owners and Occupants. The Association reserves the right to alter these Reservation Procedures from time to time as conditions warrant, subject to Article 13 of the Club Declaration.

The Kaiholo and Maliula Programs involve a rotating priority and reservation system using Membership Numbers and Membership Group Letters that has been established for each of the Kaiholo Program and the Maliula Program to insure that use of the Club by the Club Interest Owners is fair.

“Membership Group Letter” means a letter corresponding to the group of Club Interest Owners for each of the Kaiholo and Maliula Programs, which letters will be assigned to each of the Members based on their Membership Number. Until all Club Interests have been sold, the size of each group and number of groups may fluctuate, but the usage described herein will not be affected. “Membership Number” means the number that is assigned to each Club Interest Owners and which forms the basis for the Membership Group Letter. At the time of purchasing a Club Interest, each Owner will be assigned the next available Membership Number for the Kaiholo Program or the Maliula Program, as applicable, which will correspond to when he or she purchases (i.e. the first buyer of a Club Interest in the Maliula Program will receive #1, the second buyer will receive #2, and so on). If an Owner wishes, they may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific, upcoming year. Membership Numbers will be used for each Program to allocate Planned Vacation times for those rare weeks when demand for Club Unit Types in a Program may exceed supply.

Each Member’s Membership Number will never change.

Each Owner in the VO Program may select a certain number of planned use each year during the Vacation Periods described below (each, a “Planned Vacation”) and, after all Planned Vacations are confirmed, Owners may select Space Available Vacations and Short Notice Vacations, all as described below (each, a “Vacation”).

For each Club Year, the Plan Manager will prepare a calendar which shall generally run from about the first week of November through the last week of October and which shall define periods, each of either one-week or twoweek duration (as described below) and each beginning and ending on a Saturday (“Vacation Periods”), from which Owners may select their Planned Vacations (the “Club Calendar”). There will be two “Selection Periods” each Club Year during which Owners will reserve their Planned Vacations. There are two types of Planned Vacations: (i) the Planned Vacations reserved during the first Selection Period, which shall each be for a two week Vacation Period (the “Two Week Planned Vacation”), and (ii) the Planned Vacations reserved during the second Selection Period, which shall each be for a one week Vacation Period (the “One Week Planned Vacation”).

The initial Club Calendar for each Club Year will be delivered to the Owners on or before April 1 of the calendar year in which the Club Year will commence. The initial Club Calendar for each Club Year will specify

EXHIBIT “E”

twenty six (26) periods of two week duration for reservation of the Two Week Planned Vacations. The Vacation Period available during the second Selection Period shall be for one week periods.

ARTICLE II KAIHOLO PROGRAM PLANNED VACATIONS Owners in the Kaiholo Program have the opportunity to reserve up to six (6) weeks of Planned Vacations in each Club Year. Owners will reserve two (2) Two Week Planned Vacations in the First Selection Period and two (2) One Week Planned Vacations in the Second Selection Period during each Club Year for a total of six (6) Planned Vacation Weeks. Each Owner’s reservation for a Planned Vacation will be for use of a Club Unit classified as a Kaiholo Unit Type. Priority for reservations during each Club Year will be based on the Membership Group to which the reserving Owner belongs and the operation of this Kaiholo Program. In the Kaiholo Program, there will be six (6) Membership Groups, designated A-F, that will be utilized by the Plan Manager in allocating Planned Vacation times.

The Membership Numbers assigned to each Group will depend on the number of Club Units in the Kaiholo Program, such that if eight (8) Club Units are submitted to the Kaiholo Program, Membership Numbers 1-8 will be assigned to Group A, Membership Numbers 9-16 will be assigned to Group B, and so on.

Reservations for First Selection Period; Two Week Planned Vacations. On or before April 1 of each year, the Plan Manager will provide a Planned Vacation reservation form for the first Selection Period to all Owners, requesting that each Owner select Vacation Period dates for both of such Owner’s Two Week Planned Vacations.

Each Owner will have the ability to book two (2) Two Week Planned Vacations during the First Selection Period.

Each Owner’s Priority Assignment will be noted on the reservation form. If the Planned Vacation reservation form for the first Selection Period is not received by an Owner by April 1, the Owner should immediately notify the Plan Manager.

On or before May 1 of each year, Owners will have returned the completed Planned Vacation reservation forms for the first Selection Period to the Plan Manager. It is each Owner’s responsibility to complete and return the Planned Vacation reservation form by such date to preserve priority rights. Any Planned Vacation reservation forms received after May 1 for the first Selection Period will be handled on a first-come, first-served basis after all Planned Vacation reservation forms received in a timely manner have been processed.

On or before June 1, the Plan Manager will confirm the reservation of both of Owner’s Two Week Planned Vacations and will distribute an updated Club Calendar that identifies the remaining Vacation Periods (those that were not reserved during the first Selection Period), each of which shall be of one week duration.

Reservations for Second Selection Period; One Week Planned Vacation. On or before June 1 of each year, the Plan Manager will provide a Planned Vacation reservation form for the second Selection Period to all Owners, requesting that each Owner select Vacation Period dates for such Owner’s remaining two Planned Vacations, each which will be One Week Planned Vacations. Each Owner will have the ability to book two (2) One Week Planned Vacations during the Second Selection Period. Each Owner’s Priority Number will be noted on the reservation form by the Plan Manager. If the Planned Vacation reservation form for the second Selection Period is not received by an Owner by June 1, the Owner should immediately notify the Plan Manager.

On or before July 1 of each year, Owners will have returned the completed Planned Vacation reservation forms for the second Selection Period to the Plan Manager. It is each Owner’s responsibility to complete and return the Planned Vacation reservation form by such date to preserve priority rights. Any Planned Vacation reservation forms received after July 1 for the second Selection Period will be handled on a first-come, first-served basis after all Planned Vacation reservation forms received in a timely manner have been processed.

On or before August 1, the Plan Manager will confirm the reservation of each Owner’s Vacation Period for the second Selection Period and will distribute an updated Club Calendar that identifies all time that was not reserved for Planned Vacations.

EXHIBIT “E”

ARTICLE III MALIULA PROGRAM PLANNED VACATIONS Owners in the Maliula Program have the opportunity to reserve up to three (3) weeks of Planned Vacations in each Club Year. Owners will reserve one (1) Two Week Planned Vacations in the First Selection Period and one (1) One Week Planned Vacations in the Second Selection Period during each Club Year for a total of three (3) Planned Vacation Weeks. Each Owner’s reservation for a Planned Vacation will be for use of a Club Unit classified as a Maliula Unit Type. Priority for reservations during each Club Year will be based on the Membership Group to which the reserving Owner belongs and the operation of this Maliua Program. In the Maliula Program, there will be twelve (12) Membership Groups, designated A-L, that will be utilized by the Plan Manager in allocating Planned Vacation times. The Membership Numbers assigned to each Group will depend on the number of Club Units in the Maliula Program, such that if seventeen (17) Club Units are submitted to the Maliula Program, Membership Numbers 1-17 will be assigned to Group A, Numbers 18-34 will be assigned to Group B, and so on.

Reservations for First Selection Period; Two Week Planned Vacation. On or before April 1 of each year, the Plan Manager will provide a Planned Vacation reservation form for the first Selection Period to all Owners, requesting that each Owner select Vacation Period dates for such Owner’s Two Week Planned Vacation. Each Owner will have the ability to book one (1) Two Week Planned Vacation during the First Selection Period. Each Owner’s Priority Assignment will be noted on the reservation form. If the Planned Vacation reservation form for the first Selection Period is not received by an Owner by April 1, the Owner should immediately notify the Plan Manager.

On or before May 1 of each year, Owners will have returned the completed Planned Vacation reservation forms for the first Selection Period to the Plan Manager. It is each Owner’s responsibility to complete and return the Planned Vacation reservation form by such date to preserve priority rights. Any Planned Vacation reservation forms received after May 1 for the first Selection Period will be handled on a first-come, first-served basis after all Planned Vacation reservation forms received in a timely manner have been processed.

On or before June 1, the Plan Manager will confirm the reservation of each Owner’s Two Week Planned Vacation and will distribute an updated Club Calendar that identifies the remaining Vacation Periods (those that were not reserved during the first Selection Period), each of which shall be of one week duration.

Reservations for Second Selection Period; One Week Planned Vacation. On or before June 1 of each year, the Plan Manager will provide a Planned Vacation reservation form for the second Selection Period to all Owners, requesting that each Owner select Vacation Period dates for such Owner’s second Planned Vacation, which will be a One Week Planned Vacation. Each Owner will have the ability to book one (1) One Week Planned Vacation during the Second Selection Period. Each Owner’s Priority Number will be noted on the reservation form by the Plan Manager. If the Planned Vacation reservation form for the second Selection Period is not received by an Owner by June 1, the Owner should immediately notify the Plan Manager.

On or before July 1 of each year, Owners will have returned the completed Planned Vacation reservation forms for the second Selection Period to the Plan Manager. It is each Owner’s responsibility to complete and return the Planned Vacation reservation form by such date to preserve priority rights. Any Planned Vacation reservation forms received after July 1 for the second Selection Period will be handled on a first-come, first-served basis after all Planned Vacation reservation forms received in a timely manner have been processed.

On or before August 1, the Plan Manager will confirm the reservation of each Owner’s Vacation Period for the second Selection Period and will distribute an updated Club Calendar that identifies all time that was not reserved for Planned Vacations.

EXHIBIT “E”

ARTICLE IV SPACE AVAILABLE VACATIONS From and after August 1 of each year, Owners may select time periods of up to seven consecutive days each from the time that was not booked for Planned Vacations as shown on the updated Club Calendar (“Space Available Vacations”). Owners in the Kaiholo Program may only have two Space Available Vacations reserved at any given time and may only request Space Available Vacations in the Club Units classified as a Kaiholo Unit Type. Owners in the Maliula Program may only have one Space Available Vacation reserved at any given time and may only request Space Available Vacations in the Club Units classified as a Maliula Unit Type. Once an Owner checks in for a Space Available Vacation, that Owner may reserve another. Space Available Vacation requests will be processed on a firstcome, first-served basis. The Plan Manager will process Space Available Vacation requests received at the same time through a lottery system. The Plan Manager shall provide each Owner with confirmation of reserved Space Available Vacations within five days of that Owner’s request for a Space Available Vacation.

ARTICLE V SHORT NOTICE VACATIONS “Short Notice Vacations” are a way for Owners to book spur-of-the-moment vacations for any time that has not been reserved for Planned or Space Available Vacations. While a Space Available Vacation may be reserved well in advance, Short Notice Vacations may only be booked any time within thirty (30) days of an Owner’s desired arrival.

From and after August 1 of each year, Owners simply need to contact the Plan Manager any time within thirty (30) days of their desired arrival to confirm availability and reserve a Short Notice Vacation. Owners may only have one Short Notice Vacation reserved at any given time. Once an Owner checks in for a reserved Short Notice Vacation, the Owner may reserve another. Short Notice Vacation requests will be processed on a first-come, first-served basis.

The Plan Manager will process Short Notice Vacation requests received at the same time through a lottery system.

Owners in the Kaiholo Program may only request Short Notice Vacations in Club Units classified as a Kaiholo Unit Type. Owners in the Maliula Program may only request Short Notice Vacations in the Club Units classified as a Maliula Unit Type.

ARTICLE VI OPERATIONAL MATTERS Designated Member. If the Owner of a Club Interest is an entity or a combination of individuals, the Owner shall designate an individual (the “Designated Member”) by delivering a written notice to the Plan Manager that includes the name, address, telephone number, and any facsimile number and electronic mail address of the Designated Member. The Designated Member shall be the designated individual with whom the Plan Manager shall deal with respect to making reservations, sending confirmations, and providing other services to the Owner. Plan Manager may charge an administrative Personal Charge from time to time, as Plan Manager may determine, for each request to change a Designated Member designation.

Owner Use. References to use or occupancy by an Owner in these Reservation Procedures shall include use or occupancy by such Owner and/or such Owner’s Family Members. If the Owner is an entity rather than an individual, references to Family Members in these Reservation Procedures shall be deemed to mean, in reference to such Owners, the Family Members of the member, manager, officer, director or similar individual with principal economic ownership of such Owner holding a confirmed reservation for a Vacation. A Planned Vacation may also be used by friends, business associates, or other unaccompanied Guests as designated by the Owner. Space Available Vacations and Short Notice Vacations may only be used by the reserving Owner or such Owner’s Family Members; provided that if the Owner is a combination of individuals or an entity, Space Available Vacations and Short Notice Vacations may only be reserved and used by the Designated Member for the Owner and by the spouse or domestic partner of such Designated Member and such Designated Member’s children (including adopted children and stepchildren). For purposes of the foregoing provisions, an Owner which is a combination of individuals or an entity may not change its Designated Member more than once during any Club Year.

EXHIBIT “E”

Cancellation/Failure to Cancel or Use. If an Owner wishes to cancel a Planned Vacation, but retain the usage rights associated with the canceled Planned Vacation, a written request for cancellation must be received by the Plan Manager, at least forty-five (45) days prior to the Owner’s scheduled arrival. If the notice of cancellation is not received in writing at least forty-five (45) days prior to the scheduled arrival, the Plan Manager will deem all of the Planned Vacation days for which proper notification was not received to have been used. There is no guarantee that, even if proper notice of cancellation is given, the canceling Owner will be able to secure another Planned Vacation.

If an Owner fails to check in for a Space Available Vacation without giving notice to the Plan Manager at least fortyfive (45) days prior to such Owner’s scheduled check in, the Owner will be required to pay a fee as set forth on the Fee Schedule described below, unless such Space Available Vacation is booked within forty-five (45) days of the arrival date. Space Available Vacations booked within thirty (30) days of the arrival date must be cancelled at least fourteen (14) days prior to the Owner’s scheduled check in or such Owner may be required to pay a fee set by the Plan Manager.

No Carry Forward of Use Rights. If, for whatever reason, an Owner does not use all of the Vacation Periods that such Owner is entitled to reserve or use in a particular Club Year, the unused time cannot be accumulated and carried forward for future use, and such Owner shall remain responsible for complying with all of the provisions of the documents governing the Condominium and the Club, including but not limited to the payment of all Charges and other amounts levied against his or her Club Interest.

Waitlist. The Plan Manager will maintain a waitlist during each Club Year for each Vacation Period in which demand exceeds supply. Each Owner may hold one waitlist position at a time. Such waitlist requests may be made after written confirmation of Planned Vacations has been given for each Selection Period. If the Vacation Period is used as previously reserved, the Owner may request another waitlist position. If the previous reservation for the Vacation Period is cancelled, the Plan Manager will notify the waitlisted Owner of the available Vacation Period and offer the waitlisted Owner a chance to make a substitute reservation. Use of a Club Unit under a substitute reservation shall be considered a Short Notice Vacation if reserved within thirty (30) days of arrival or a Space Available Vacation if reserved greater that thirty (30) days prior to arrival.

Rental. Owners in the Kaiholo Program may rent up to two weeks of their Planned Vacation time in each calendar year and each with a minimum stay of six (6) nights. Owners in the Maliula Program may rent one week of Planned Vacation time in each calendar year, with a minimum stay of six (6) nights. Rental is limited to renting such Vacation time through the Plan Manager, a Board-approved rental agent that has agreed to the check-in, security, and accounting procedures adopted by the Association, as further described in the Condominium Declaration, from time to time. Owners may not rent Space Available Vacation or Short Notice Vacation reservations. Owners may not rent to a number of Guests in excess of the sleeping capacity stated in the Condominium Declaration for the applicable Club Unit. Each Owner is responsible for the conduct of all Occupants of such Owner’s Club Unit and for all financial obligations incurred by such persons at the Condominium. Owner must register all rental Occupants with the Plan Manager, using the Plan Manager’s approved rental registration forms, at least 48 hours in advance of arrival. Upon check-in at the Condominium, such rental Occupants shall present identification in a form acceptable to the Plan Manager and an acceptable form of payment for Personal Charges, together with authorization to enter and use such Owner’s Club Unit for the Vacation Period in question. The Plan Manager, in its discretion, may decline access to such Club Unit in the event adequate identification is not provided.

Exchanging of Planned Vacations.

Internal Exchange. Owners may exchange their confirmed Planned Vacations with other Owners.

Exchanges should be arranged directly between Owners. Written notice of an exchange must be provided to the Plan Manager at least seven days prior to the arrival date of the Owner using the earliest Planned Vacation involved in the exchange. The Plan Manager encourages and will make reasonable efforts to facilitate such exchanges between Owners.

External Exchange. For as long as there is a Resort Affiliation Agreement in place between the Association and Plan Manager (or its affiliate or designee) that covers the Club Units, each Owner in the Kaiholo Program will have an opportunity to seek to exchange up to six (6) weeks of Planned Vacation time in each Club Year and each Owner in the Maliula Program will have the opportunity to exchange up to three (3) weeks of Planned Vacation time in each Club Year, for use time in other projects that are part of the

EXHIBIT “E”

exchange or reciprocity program covered by such Resort Affiliation Agreement. Otherwise, no Owner may subject its interest in a Club Unit to or submit any Vacation time to any exchange or similar program, or otherwise enter into an external exchange arrangement, and the Plan Manager shall not recognize or honor any external exchanges made or attempted to be made in violation of this paragraph.

Check in and Check Out. The Plan Manager shall establish check in and check out times, which shall be indicated on the Club Calendar. A key or other access device to the Club Unit will be provided at check in and must be returned at check out. All Owners shall vacate and remove all personal belongings from their Club Unit no later than the designated check out time on the last day of their reserved Vacation. The period between check out time and check in time is to permit the routine cleaning and maintenance of Club Unit. Exceptions to the arrival and departure times may be made at any time by the Plan Manager, subject to availability. If an Owner fails to vacate a Club Unit at the prescribed time, the Plan Manager may take such prompt action as may be necessary in accordance with the Club Declaration and applicable law to remove such Owner, together with the personal belongings thereof, from the Club Unit wrongfully occupied. Except for belongings left in the Condominium long term recreational equipment storage and personal soft-storage facilities, neither the Association, the Condominium Association, nor the Plan Manager shall be liable or responsible in any manner whatsoever for the value of any personal effects left in a Club Unit or elsewhere in or about the Condominium at the end of a reserved Vacation. All such personal effects shall be considered abandoned and may be sold or otherwise disposed of by the Plan Manager.

Day Use. Club Interest Owners and Guests accompanied by an Owner may use the Condominium’s amenities and Club services (pools, Keiki Club, and valet parking) to the extent open and available to the Owners, on a fee for use basis as set forth in the Club Rules and Regulations, and the Commercial Apartments designated as the Spa and Restaurant, even when not in residence, subject to the conditions, limitations and restrictions as set forth in the Club Documents and herein. Guests may be accompanied by an Owner for a fee. Club Interest Owners should contact the Plan Manager’s office at least 48 hours prior to the intended day of use to assess availability of services and amenities. The Association and Plan Manager have the right to restrict day use by anyone and to limit the total number of Owners and Occupants allowed access to day use on any given day. The number of day use guests accompanying an Owner may be limited by the Association or Plan Manager.

RESERVATIONS AT A GLANCE April 1

Plan Manager issues Club Calendar and provides reservation request forms for the first Selection Period.

May 1

Reservation forms for Two Week Planned Vacations are due.

June 1

Plan Manager provides confirmation of Two Week Planned Vacation, updated Club Calendar and reservation request forms for the second Selection Period.

July 1

Reservation forms for the One Week Planned Vacations are due.

August 1

Plan Manager provides confirmation of the reserved Planned Vacations and updated Club Calendar.

August 1

Reservation of Space Available Vacations and Short Notice Vacations can commence.

EXHIBIT “E”

ROTATING PRIORITY SCHEDULE KAIHOLO PROGRAM

Priority 1 2 3 4 5 6

Two Week Planned Vacation A B C D E F

YEAR 11 Two One Week Week Planned Planned Vacation Vacation F F E E D D C C B B A A

One Week Planned Vacation A B C D E F

Priority 1 2 3 4 5 6

Two Week Planned Vacation C D E F A B

YEAR 3 Two One Week Week Planned Planned Vacation Vacation B B A A F F E E D D C C

One Week Planned Vacation C D E F A B

1 2 3 4 5 6

Two Week Planned Vacation E F A B C D

YEAR 5 Two One Week Week Planned Planned Vacation Vacation D D C C B B A A F F E E

One Week Planned Vacation E F A B C D

1

Priority 1 2 3 4 5 6

Two Week Planned Vacation B C D E F A

YEAR 2 Two One Week Week Planned Planned Vacation Vacation A A F F E E D D C C B B

One Week Planned Vacation B C D E F A

Priority 1 2 3 4 5 6

Two Week Planned Vacation D E F A B C

YEAR 4 Two One Week Week Planned Planned Vacation Vacation C C B B A A F F E E D D

One Week Planned Vacation D E F A B C

1 2 3 4 5 6

Two Week Planned Vacation F A B C D E

YEAR 6 Two One Week Week Planned Planned Vacation Vacation E E D D C C B B A A F F

One Week Planned Vacation F A B C D E

Year 1 will be the first full Club Year of operation, provided that the timing provisions regarding reservation requests and confirmation may be varied by the Plan Manager as needed for Year 1 depending upon the date on which occupancy actually begins at the Project. During any partial year prior to the first full Club Year of operation, the Plan Manager will use reasonable discretion in assigning Use Periods.

EXHIBIT “E”

ROTATING PRIORITY SCHEDULE MALIULA PROGRAM

Priority 1 2 3 4 5 6 7 8 9 10

YEAR 12 Two One Week Week Planned Planned Vacation Vacation A L B K C J D I E H F G G F H E I D J C

YEAR 2 Two One Week Week Planned Planned Vacation Vacation B A C L D K E J F I G H H G I F J E K D

Priority 1 2 3 4 5 6 7 8 9 10

YEAR 3 Two One Week Week Planned Planned Vacation Vacation C B D A E L F K G J H I I H J G K F L E

YEAR 4 Two One Week Week Planned Planned Vacation Vacation D C E B F A G L H K I J J I K H L G A F

11

K

B

L

C

11

A

D

B

E

12

L

A

A

B

12

B

C

C

D

Priority 1 2 3 4 5 6 7 8 9 10

YEAR 5 Two One Week Week Planned Planned Vacation Vacation E D F C G B H A I L J K K J L I A H B G

YEAR 6 Two One Week Week Planned Planned Vacation Vacation F E G D H C I B J A K L L K A J B I C H

Priority 1 2 3 4 5 6 7 8 9 10

YEAR 7 Two One Week Week Planned Planned Vacation Vacation G F H E I D J C K B L A A L B K C J D I

YEAR 8 Two One Week Week Planned Planned Vacation Vacation H G I F J E K D L C A B B A C L D K E J

11

C

F

D

G

11

E

H

F

I

12

D

E

E

F

12

F

G

G

H

2

Year 1 will be the first full Club Year of operation, provided that the timing provisions regarding reservation requests and confirmation may be varied by the Plan Manager as needed for Year 1 depending upon the date on which occupancy actually begins at the Project. During any partial year prior to the first full Club Year of operation, the Plan Manager will use reasonable discretion in assigning Use Periods.

EXHIBIT “E”

1 2 3 4 5 6 7 8 9 10 11 12

YEAR 9 Two One Week Week Planned Planned Vacation Vacation I H J G K F L E A D B C C B D A E L F K G J H

I

YEAR 10 Two One Week Week Planned Planned Vacation Vacation J I K H L G A F B E C D D C E B F A G L H K I

J

1 2 3 4 5 6 7 8 9 10 11 12

EXHIBIT “E”

YEAR 11 Two One Week Week Planned Planned Vacation Vacation K J L I A H B G C F D E E D F C G B H A I L J

K

YEAR 12 Two One Week Week Planned Planned Vacation Vacation L K A J B I C H D G E F F E G D H C I B J A K

L

APARTMENTS ANNEXED TO THE CLUB (Club Units)

Apartment Number

Program Description

Unit Type

Bedrooms/Bathrooms

2101 2102 2104 2108 2201 2202 2203 2204 2205 2208 2301 2302 2303 2304 2305 2403 2405 3104 3105 3106 3107 3108 3109 3110 3111

Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Maliula Kaiholo Kaiholo Kaiholo Kaiholo Kaiholo Kaiholo Kaiholo Kaiholo

Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type F Type A Type A Type A Type D Type D Type A Type A Type D

3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 3/3.5 4/4.5 4/4.5 3/3.5 3/3.5 4/4.5

EXHIBIT "F"