R398 _STATEOF HAWAIL BUREAU OF CONVEYANCES RECORDED ‘JUL 02, 2007 08:01 AM Doc No(s) 2007-11798 Is! CARL T. WATANABE: REGISTRAR OF CONVEYANCES: "zB CONVEYANCE TAX: $0.00 2 4 LAND COURT SYSTEM | \V/_ REGULAR SYSTEM AFTER RECORDATION: RETURN BY MAIL (.<) PICK UP () James P. Waldron, Esq. Gross & Welch, P.C. Paer'nncan Tras COMPANY 2120 S. 72" Street, 1500 Omaha Tower ACO ct OF aclaek [__Omaha, Nebraska 68124-2342 FEB SPSS CPO THE TLS, Tax Map Key No, (3) 8-1-029-048 Total Pages: V1 HOKULI'A SATISFACTION WARRANTY DEED WITH COVENANTS Know ALL BY THESE PRESENTS: ‘Tuat T GROUP CAPITAL, LLC, a Delaware limited liability company, whose post office address is 1044 N. 115" Street, Suite 400, Omaha, Nebraska 68154 ("Grantor"), in consideration of TEN AND NO/100 UNITED STATES DOLLARS (U.S. $10.00) and other valuable consideration paid by ROBERT K. GREENWELL, husband of Lou Ellen Lambert, as / to an undivided fifty percent (50%) interest, and WILLIAM H. WILTON, unmarried, as to an undivided fifty percent (50%) interest, both of whose post office address is Post Office Box 415, Kailua-Kona, Hawaii 96745 (collectively, "Grantee"), receipt whereof is hereby acknowledged, does hereby grant, bargain, sell and convey all of that certain real property more particularly described in Exhibit "A" attached hereto and expressly incorporated herein by this reference (the “Lot”), unto Grantee, as TENANTS IN COMMON, in fee simple. AND the reversions, remainders, rents, issues and profits thereof and all of the estate, right, title and interest of Grantor, both at Jaw and in equity, therein and thereto; To HAvE ANp To HOLD the same, together with all rights, easements, privileges and appurtenances thereon and thereunto belonging or appertaining or held and enjoyed therewith, unto Grantee, absolutely and forever, according to the tenancy set forth hereinabove; 6659.1 1AND Grantor, in consideration of the Lot, does hereby covenant and agree with Grantee that Grantor is lawfully seized in fee simple of said Lot and rights; that the same are free and clear of and from all encumbrances, except as described herein, and except for the lien of real property taxes not yet by law required to be paid; that Grantor has good right and title to sell and convey said Lot as aforesaid; and that Grantor will WARRANT AND DEFEND the same unto Grantee forever against the lawful claims and demands of all persons. To the extent applicable, the use of the Lot conveyed herein, including the construction of farm dwellings, shall be in compliance with all the laws and ordinances of the State of Hawai and the County of Hawaii, and all rules and regulations promulgated thereunder, including, without limitation, Hawaii Revised Statutes Chapter 205, and Hawaii County Code Chapter 25. Section 205-4.5, Hawaii Revised Statutes, as amended, requires that any subsequent deed, lease, agreement of sale, mortgage, or other instrument of conveyance of the Lot shall expressly contain the foregoing restrictions on uses and the condition, as prescribed in said Section 205- 4.5, Hawaii Revised Statutes, as amended, to the extent applicable, that these restrictions and condition shall run with the Lot until such time as the Lot is reclassified to a land use district other than the agricultural district. GRANTEE hereby acknowledges the reservation unto the 1250 Oceanside Partners, a Hawaii limited partnership, hereinafter called “Oceanside”, as the grantor to Grantor's predecessors in interest, its successors and assigns, all of the rights of Oceanside, (i) as Declarant ‘under that certain Declaration of Covenants of Hokuli’a Community Services dated December 20, 1999, recorded in the Bureau of Conveyances of the State of Hawaii (“Bureau”) as Document No. 99-200356, as amended, and as may be further amended from time to time (Utility Declaration”); and Gi) as Declarant under that certain Declaration of Covenants, Conditions and Restrictions for Hokuli’a dated December 20, 1999, recorded in the Bureau as Document No. 99-200357, as amended, and as amended and restated by that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions for Hokuli’a dated December 4, 2006, recorded in the Bureau as Document No. 2006-22401, and as the same may be further amended from time to time (“Declaration”). GRANTEE also acknowledges the reservation unto the Oceanside, its successors and assigns, all water and water rights within and/or appurtenant to the Lot or any other land over, under, across, along, upon or through which easements of other rights are hereby granted, including, without limitation, all surface, subterranean and artisan waters and all correlative rights, on and under the Lot, and all rights, if any, to wells, springs, streams, and percolating waters located on or under the Lot, with the right to assign and transfer any such water and/or water rights to the State of Hawaii, the Coumy of Hawaii, Hokuli’a Cornmunity Services, inc., Hokuli’a Community Association, or other appropriate governmental agencies, or any public or private utility or other corporation, partnership, individual or entity; provided, however, that in the exercise of said rights, Oceanside, its successors and assigns, shall not have the right to drill for water or otherwise disturb the surface of the Lot and any improvements thereon. Grantee does hereby make the following covenants and agreements to and with the Grantor and for the benefit of Oceanside and all other “Owners” as defined in the Declaration, which covenants and agreements shall be covenants running with the Lot, and be binding upon the Grantee and its successors and assigns: 446659.1 21. Compliance with Declaration. Grantee agrees to observe, perform, comply with, and abide by all the covenants, conditions, restrictions, and provisions contained in the Declaration, including without limitation the provisions relating to design guidelines (Article TV), use requirements (Article XVID), and if Exhibit A shows that the Lot has an archeological easement area on it, the provisions relating to Historical Sites (Section 4.8). 2. Compliance with Applicable Law. Pursuant to the land use and zoning provisions of Hawaii Revised Statutes Section 205, and Hawaii County Code, Chapter 25, Grantee agrees to use the Lot only for the uses permitted under the Development Agreement recorded in the Bureau as Document No. 98-060529, as amended from time to time. 3. Basements. In addition to the easements set forth in Exhibit A, Grantee acknowledges and agrees that the Lot is subject to, or may in the future be subject to, easements granted from time to time pursuant to the rights reserved in Article XJ of the Declaration. 4. Conditions Affecting the Lot. Grantee acknowledges that Grantee has read the disclosures set forth in the Declaration including, without limitation, those set forth in Article XXII of the Declaration and agrees that Grantee is acquiring the Lot subject to the matters disclosed therein. 5. Resolution of Disputes through Arbitration. a, Grantee hereby consents and agrees that any dispute by or between Oceanside and The Club at Hokuli’a, Inc., and their respective affiliates, general contractors, contractors, architects, subcontractors, successors and/or assigns, on the one hand, and Grantee, the Hokuli’a Community Association acting on Grantee’s behalf, and/or any tenant or occupant of the Lot, on the other hand, arising out of or incident to any warranty or covenant made in this Hokuli’a Satisfaction Warranty Deed with Covenants or in that certain Warranty Deed With Covenants recorded July 6, 2001 at said Bureau as Document No. 2001-10446, the construction, development, or operation of the Hokuli’a project that is described in the Declaration, the Declaration, the Utility Declaration, the sale of the Lot, The Club at Hokuli’a or any other aspect of the relationship between such parties regarding the Lot or Hokuli’a shall, except as expressly and specifically provided in the following subparagraph e, be submitted to mediation and, if necessary, to arbitration with Dispute Prevention & Resolution, Inc. (“DPRI”) or such other dispute resolution agency as the parties may mutually select. b. Within ten days after the receipt of notice of a dispute by one party from the other, the parties shall attempt in good faith to negotiate for a period of thirty days in an effort to resolve the dispute. If the parties are unable to resolve the dispute within such thirty- day period, they shall retain a mutually acceptable mediator to assist them in resolving the dispute within ten additional days, failing which they shall each retain a mediator within ten additional days and the two mediators thus chosen shall together act as the mediator for the purpose of this paragraph. If either party shall fail to appoint a mediator as required hereunder, the mediator appointed by the other party shall be the sole mediator. Within thirty days after the mediators (or such single mediator) have been retained, the mediators (or such single mediator) 46659.1 3shall, on a non-binding basis, advise the parties in writing of their views. The fees and expenses of the mediators (or such single mediator) shall be bome equally. If the parties are still unable to resolve the dispute within such thirty-day period, the parties shall resort to the arbitration procedures set forth below. c. Either party that desires to submit any issue or dispute to arbitration shall promptly so notify the other party in writing. Claims or disputes involving $25,000 or less shall be heard by single arbitrator. Claims involving more than $25,000 or non-monetary issues shall be heard by a panel of three (3) arbitrators. The arbitrator(s) shall be selected and the arbitration shall be conducted in accordance with the commercial arbitration rules of DPRI then in effect. The decision of a majority of such arbitrators shall be final, conclusive and binding on the parties hereto. All proper costs and expenses of such arbitration including, without limitation, witness fees, attorney's fees and the fees of the arbitrators shall be charged to the patty or parties in such amounts as the majority of the arbitrators shall determine at the time of the award. In the event of the failure, inability or refusal of any arbitrator to act, DPRI shall appoint a replacement arbitrator. An award so rendered shall be binding in all aspects and shall be subject to the provisions of Chapter 658A, Hawaii Revised Statutes, as the same may be amended from time to time. 4. In the resolution of any dispute or controversy as set forth in this paragraph, each party hereby irrevocably waives any right and claim to exemplary or punitive damages in any jurisdiction. Further, Grantee agrees to indemnify, defend and hold Grantor and Oceanside harmless from and against any and all damage occurring as a result of the resolution of any such dispute other than by arbitration. Grantee agrees that any arbitration proceedings under this section will be submitted to arbitration in the County of Hawaii, State of Hawaii. ¢. Grantee agrees that disputes with The Club at Hokuli’a, Inc. arising out of or incident to the Grantee's membership in The Club at Hokuli’a shall be resolved in accordance with the terms of Grantee’s membership agreement(s) with The Club at Hokuli’a, Inc. f The parties further agree that any subsequent documents of assignment, lease or conveyance of the Lot by the Grantee shall contain altemative dispute resolution provisions substantially in the form set forth in the foregoing paragraph 5, requiring the assignee, lessee or grantee to mediate and arbitrate any and all disputes concerning the Lot. AND Grantor and Grantee do hereby agree that the execution and delivery of this instrument shall conclusively evidence the full performance of all of their respective obligations under that certain Agreement of Sale recorded September 30, 2005 at the Bureau of Conveyances of the State of Hawaii as Document No. 2005-19800, which Agreement of Sale covers the property described in Exhibit "A". AND Grantor does not warrant against any encumbrances which Grantee may have made, suffered or permitted. AND the terms "Grantor" and "Grantee" as and when used herein or any pronouns used in place thereof, shall mean and include the masculine, feminine or neuter, the singular or plural number, individuals, trustees, partnerships, companies or corporations, and their and each of 6559.1 4their respective successors, heirs, personal representatives, successors-in-trust, and assigns, according to the context thereof. All obligations undertaken by two or more persons shall be deemed to be joint and several unless a contrary intention shall be clearly expressed elsewhere herein, AND the undersigned hereto agree that this instrument may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same instrument, binding all of the parties hereto, notwithstanding that all of the parties are not signatories (0 the original or the same counterparts. For all purposes, including, without limitation, recordation, filing and delivery of this instrument, duplicate, unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document. (The remainder of this page is intentionally left blank.) 466591 5Iv WHEREOF, the parties hereto have executed these presents this Ax day of. Pi . 2007. T GROUP CAPITAL, LLC, a Delaware limited liability company Printeg Name: WET. MowAt Its:_ CeMer AL An vere "Grantor" WILLIAM H. WILTON 46659.1 6staeor 1 bbvanh. SS: COUNTY OF Dug ” on Bi u day of Lund, QUT , before me appeared to me personally known, who, being by me duly sworn or affirmed, did say that such person(s) executed the foregoing instrument as the free act and deed of such person(s), and if applicable, in the capacities shown, having been duly authorized to execute such instrument in such capacities. Oar) Print Name:, Notary Public, in and for said State My commission expires: 9A S ~ 46/D. 6659.1 7STATE OF HAWAIL COUNTY OF HAWAII On this am day of _CJUNe 300" . before me personally appeared ROBERT K. GREENWELL, to me known to be the person described in and ‘who executed the foregoing instrument and ackiiOw Dquted the same as his free act and deed. | : RTO TMADSSYYYAN) ‘Notary Public, State of Hi lawaii ‘My commission expires: 3] q Bot 4659.1 8STATE OF HAWAII SS: COUNTY OF HAWATL On this ae day of _UNZ AO" , before me gn described in and who executed the foregoing instrument and acknowledged free act and deed. blic, State of “Hawaii i200EXHIBIT "A" All of that certain parcel of land situate at Hokukano 2nd, Kanueue Ist and 2nd, Halekii and Keekee Ist, District of North and South Kona, Island and County of Hawaii, State of Hawaii, being LOT 196, area 1.116 acres, more or less, of the "HOKULI'A, PHASE I", as shown on the ‘map thereof filed in the Bureau of Conveyances of the State of Hawaii as File Plan No. 2263. Together with nonexclusive easements for access purposes, over, under and across Roadways R-1 through R-29, as shown on File Plan No. 2263, as set forth in, and subject to the terms and conditions of, that certain Declaration of Access Easement recorded December 20, 1999 at said Bureau as Document No. 99-200358, as amended by instrument dated January 15, 2002, recorded January 22, 2002 at said Bureau as Document No. 2002-010557, as the same may be further amended from time to time; provided, however, that upon the dedication of any of the aforementioned roadway lots and lots to the State of Hawaii, County of Hawaii or any other governmental entity, the- access easements over the roadway lots and lots so dedicated shall immediately and automatically terminate. Together also with nonexclusive easements for access purposes, over, under and across Roadways 14 through 19, inclusive, as shown on File Plan No, 2262, as set forth in, and subject to the terms and conditions of, that certain Declaration of Access Easement recorded December 20, 1999 at said Bureau as Document No. 99-200358, as amended by instrument dated January 15, 2002, recorded January 22, 2002 at said Bureau as Document No. 2002-010557, as the same may be further amended from time to time; provided, however, that upon the dedication of any of the aforementioned roadway lots and lots to the State of Hawaii, County of Hawaii or any other governmental entity, the access easements over the roadway lots and lots so dedicated shall immediately and automatically terminate. Being all of the premises conveyed by Hokuli’a Warranty Deed With Covenants, made by and between 1250 OCEANSIDE PARTNERS, a Hawaii limited partnership, as Grantor, and T GROUP CAPITAL, LLC, a Delaware limited liability company, as Grantee, recorded July 6, 2001 at said Bureau as Document No. 2001-104446. SUBJECT, HOWEVER, to the following: 1. Title to all mineral and metallic mines reserved to the State of Hawaii 2 Easement R-1 as shown on File Plan No. 2263. 3. Easement R-29 as shown on File Plan No. 2263. 4, Development Agreement recorded April 30, 1998 at said Bureau as Document No. 98- 060529. Declaration of Restrictive Covenant recorded September 20, 1999 at said Bureau as Document No. 99-151765. 4456591 EXHIBIT "A" (Page 1 of 2)10. ML Declaration of Covenants for Hokuli'a Community Services recorded December 20, 1999 at said Bureau as Document No. 99-200356. Declaration of Covenants, Conditions and Restrictions for Hokuli’a recorded December 20, 1999 at said Bureau as Document No. 99-200357. Said Declaration was amended by instrument dated May 23, 2002, recorded May 31, 2002 at said Bureau as Document No. 2002-096473. Amended and Restated Declaration of Covenants, Conditions and Restrictions for Hokuli'a dated December 4, 2006, recorded December 5, 2006 at said Bureau as Document No. 2006-22401 (“Amended and Restated Declaration"). By-Laws of Hokuli’a Community Association, Inc. attached as Exhibit “D” to instrument recorded December 20, 1999 at said Bureau as Document No. 99-200357, as amended and restated by instrument recorded November 29, 2001 at said Bureau as Document No. 2001-187007, as amended and restated by that certain Amended and Restated By-Laws of Hokuli’a Community Association, Inc., effective December 4, 2006, attached as an exhibit to the aforesaid Amended and Restated Declaration. Declaration of Access Easement recorded December 20, 1999 at said Bureau as Document No. 99-200358, as amended by instrument dated January 15, 2002, recorded January 22, 2002 at said Bureau as Document No. 2002-010557. ‘Warranty Deed With Covenants recorded July 6, 2001 at said Bureau as Document No. 2001-10446. Any judgments, decrees or orders and any claims, rights or other matters arising from or based on the allegations in the suit titled Walter John Kelly, et al., vs. 1250 Oceanside Partners, a Hawaii Limited Partnership, in the Circuit Court of the Third Circuit, State of Hawaii, Civil Case No. 00-01-0192K. END OF EXHIBIT “A” EXHIBIT "A" (Page 2 of 2)