Update on KBV "Stalking Horse" bid

[DeniseM]

Hot off the press - A very quick scan reveals a "Stalking Horse" bid (preliminary bid) of 9 million by Garden Isle Dream, LLC, and no other bidders yet. (69 pages)

CHOI & ITO
Attorneys at Law
CHUCK C. CHOI

ALLISON A. ITO
Email: cchoi@hibklaw.com Email: aito@hibklaw.com

TOPA FINANCIAL CENTER 700 Bishop Street, Suite 1107 Honolulu, Hawaii 96813

Telephone: (808) 533-1877 Facsimile: (808) 566-6900

Attorney for Debtor and Debtor-in Possession

K&L GATES LLP
DANIEL M. ELIADES
(admitted pro hac vice)
Daniel.Eliades@klgates.com
One Newark Center - 10th Floor Newark, New Jersey 07102

MARGARET R. WESTBROOK (admitted pro hac vice)

Margaret.westbrook@klgates.com 301 Hillsborough St., Suite 1200 Raleigh, NC 27603

BRIAN T. PETERSON

(admitted pro hac vice)
Brian.Peterson@klgates.com
925 4th Avenue, Suite 2900
Seattle, WA 98104-1158
Special Counsel for Debtor and Debtor-in-Possession

In re

IN THE UNITED STATE BANKRUPTCY COURT FOR THE DISTRICT OF HAWAII
Case No. 25-01103

Association of Apartment Owners of Kauai Beach Villas,
Debtor and Debtor in possession

(Chapter 11) (Subchapter V)
Date: To be set Time: To be set Presiding Judge

DEBTOR’S MOTION FOR ENTRY OF AN ORDER (I) APPROVING DEBTOR’S DESIGNATION OF A STALKING HORSE BIDDER, (II) APPROVING STALKING HORSE BID PROTECTIONS, AND (III) GRANTING RELATED RELIEF

ASSOCIATION OF APARTMENT OWNERS OF KAUAI BEACH VILLAS (the “Debtor” or the “Association”) respectfully states the following in

1

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 1 of 14
support of its Motion for Entry of an Order pursuant to sections 105(a) and 363 of title 11 of the United States Code (the “Bankruptcy Code”); Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), seeking entry of an order, substantially in the form attached hereto, (A) approving the Debtor’s selection and designation of Garden Isle Dream, LLC, a Hawaii limited liability company (the “Stalking Horse Bidder”), as the stalking horse bidder for the Property, (B) approving stalking horse bid protections for the Stalking Horse Bidder, and (C) granting related relief (the “Motion”).

INTRODUCTION

1. The Debtor seeks entry of an order, substantially in the form attached hereto as Exhibit A (the “Stalking Horse Order” or the “Order”): 2. In support of the Motion, the Debtor respectfully relies upon the Declaration of Larry D. Warner in Support of Debtor’s Chapter 11 Petition and First Day Relief (the “First Day Declaration”; ECF No. 11) as well as the Declaration of Larry D. Warner dated September 1, 2026, filed with this Motion.1



1 Capitalized terms used but not otherwise defined in this Motion shall have the meanings ascribed to them in the First Day Declaration.

2

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 2 of 14
JURISDICTION AND VENUE
3. The United States Bankruptcy Court for the District of Hawaii (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334.

4. The bases for the relief requested herein are sections 105(a), 363, 365, 503, and 507 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”) and Rules 2002, 6004, and 6006(a) of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”).

5. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. BACKGROUND

I. General Background
6. On December 5, 2025 (the “Petition Date”), the Debtor filed a voluntary petition for relief under Subchapter V Chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”).

7. The Debtor is a registered not-for-profit corporation organized under the laws of the State of Hawaii pursuant to a certificate of incorporation filed with the Secretary of State of Hawaii, Department of Commerce and Consumer Affairs, on April 15, 2025. First Day Declaration at ¶ 6.

8. The Association was formed pursuant to a Declaration of Horizontal Property Regime dated June 5, 1981, recorded in the Bureau of Conveyances of the State of Hawaii (the “Bureau”) on June 8, 1981, and subsequently amended through

3

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 3 of 14
a series of supplements and amendments (collectively, the “Declaration”). See First Day Declaration at ¶ 7.

9. The Declaration created a plan for development and establishment of a condominium for the resort known as Kauai Beach Villas. The resort is managed, maintained and administered by the Association. First Day Declaration at ¶ 8.

10. The Debtor is operating its business and managing its affairs as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. See First Day Declaration at ¶ 5.

11. For a detailed description of the Debtor and its operations, the Debtor respectfully refers the Court and parties in interest to the First Day Declaration. 12. On February 13, 2026, the Debtor filed its Motion for Entry of an Order (I) (A) Approving Auction and Bidding Procedures, (B) Authorizing the Debtor to Designate a Stalking Horse Bidder, (C) Scheduling Bid Deadlines and Auction and (D) Approving the Form and Manner of Notice Thereof, and (II) Granting Related Relief (Docket No. 75) (the “Bidding Procedures Motion”).2 On April 14, 2026, the Court entered an order approving the Bidding Procedures Motion (Docket No. 143) (the “Bidding Procedures Order”).

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bidding Procedures Motion or Bidding Procedures Order, as applicable.

4

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 4 of 14
II. The Property
13. The Kauai Beach Villas resort (the “Property”) is located at 4330 Kauai Beach Drive, Lihue, Kauai, Hawaii. Pursuant to the Declaration, the Property consists of eight (8) separate three-story buildings, designated as buildings “A” - “H” containing a total of one hundred and fifty (150) Apartments. Each building consists of multiple one- and two-bedroom apartments. The Property also includes two (2) administrative buildings that are leased by the Association, a pool, and a pool-use building. The complex was constructed in the 1980s. First Day Declaration at ¶ 18.

14. All of the Property is governed by the Association, including all Apartments. However, one hundred and five (105) of the one hundred and fifty (150) Apartments are utilized as timeshare. First Day Declaration at ¶ 19.

15. For additional details on the Property and the sales process, the Debtor respectfully refers the Court and parties in interest to the First Day Declaration and the Bidding Procedures Motion.

III. Bid Protections Offered to Stalking Horse

16. The Bidding Procedures Order authorizes the Debtor to designate a Qualified Bid as a Stalking Horse Bid for the Property by the Stalking Horse Deadline.

5

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 5 of 14
17. In accordance with the Bidding Procedures Order, the Debtor filed the Notice of Extension of Deadline to Designate Stalking Horse Bidder (Docket No. 161), extending the Stalking Horse Deadline to June 15, 2026. Subsequently, the Debtor filed two additional Notices of Extension of Sale Deadlines (Docket Nos. 190 & 202), extending the Stalking Horse Deadline to August 21, 2026.

18. The Debtor provides notice that it received a Qualified Bid from the Stalking Horse Bidder and accepted that bid as the Stalking Horse Bidder on or before August 21, 2026, and to the extent that it is necessary, pursuant to its authority under the Bidding Procedures Order, hereby extends the deadline for Designating a Stalking Horse Bid to the date of this Motion.

19. In accordance with the Bidding Procedures Order, and in the exercise of its business judgment, (a) the Debtor determined that the Stalking Horse Bidder constitutes a Qualified Bidder, (b) the Debtor determined that the Bid submitted by the Stalking Horse Bidder constitutes a Qualified Bid, and (c) the Debtor selected and designated the Stalking Horse Bidder to act as the stalking horse bidder for the Property pursuant to the terms and conditions contained in its Bid (the “Stalking Horse Bid”), which provides for a purchase price of $9,000,000.00 (the “Purchase Price”). A copy of the purchase and sale agreement for the Stalking Horse Bid in

6

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 6 of 14
substantially final form (the “Stalking Horse Agreement”)3 is attached hereto as Exhibit B.

20. Pursuant to the Stalking Horse Agreement, if the Debtor sells, transfers or otherwise disposes of all or any portion of the Property, including through a sale transaction or a plan of reorganization approved by the Bankruptcy Court, to any party other than the Stalking Horse Bidder, the Debtor shall pay the Stalking Horse Bidder a breakup fee equal to $270,000.00 (which is three percent (3%) of the purchase price in the Stalking Horse Agreement) (“Breakup Fee”) plus an amount equal to the reasonable and documented out-of-pocket costs, fees and expenses incurred by the Stalking Horse Bidder (including fees and expenses of the Stalking Horse Bidder’s legal, accounting and financial advisors) in connection with the development, negotiation, execution, delivery and approval by the Bankruptcy Court of the Stalking Horse Agreement and the transactions contemplated thereby, in an amount not to exceed $100,000 (“Expense Reimbursement,” and together with the Breakup Fee, the “Stalking Horse Protections”).

21. The Stalking Horse Agreement also reflects several negotiated deal terms that the Debtor believes appropriately allocate risk between the parties consistent with the nature of this bankruptcy sale process. Among other things, the



3 The parties are in the process of negotiating language concerning expense reimbursement, termination remedies, and casualty provisions.

7

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 7 of 14
Stalking Horse Agreement provides that the Stalking Horse Bidder’s earnest money deposit is subject to forfeiture only in the event of an actual default by the Stalking Horse Bidder under the Stalking Horse Agreement and that the deposit shall be returned to the Stalking Horse Bidder if the transaction does not close because a closing condition has not been satisfied or the Stalking Horse Bidder otherwise has an express right to terminate the Stalking Horse Agreement. The Stalking Horse Agreement further clarifies that there is no financing contingency to the Stalking Horse Bidder’s obligation to close, without representing that the Stalking Horse Bidder will fund the Purchase Price entirely from cash on hand. The Stalking Horse Agreement also includes conforming provisions addressing casualty, survival of representations and covenants, and assignment, intended to operate consistently with the bankruptcy sale process and the other terms described herein.

RELIEF REQUESTED

22. The Debtor requests approval of (a) the Debtor’s determination that the Stalking Horse Bidder constitutes a Qualified Bidder, (b) the Debtor’s determination that the Bid submitted by the Stalking Horse Bidder constitutes a Qualified Bid, (c) the Debtor’s selection and designation of the Stalking Horse Bidder to act as the stalking horse bidder for the Property pursuant to the terms and conditions contained in the Stalking Horse Agreement, and (d) the Stalking Horse Protections.

8

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 8 of 14
23. The Debtor respectfully asserts that designating the Stalking Horse Bidder as the stalking horse bidder for the Property will enhance the Debtor’s ability to maximize value of the Property by setting a floor for the Property which other bidders must exceed. A stalking horse bid will provide the Debtor with certainty and protection against “downside” risk going into the Auction. Accordingly, the Debtor respectfully asserts that designates the Stalking Horse Bidder serves the best interests of Debtor’s estate.

24. The Debtor and the Stalking Horse Bidder have negotiated the Stalking Horse Protections to provide the Stalking Horse Bidder with an incentive to serve in this capacity as well as reimburse the Stalking Horse Bidder for its expenses incurred to provide the Debtor with the aforementioned benefits. The Debtor respectfully asserts that the Stalking Horse Protections are reasonable under the circumstances and is in the best interest of the estate.

BASIS FOR RELIEF

25. Breakup and other termination fees and expense reimbursements are a normal, and in some cases necessary, component of sales outside the ordinary course of business under section 363 of the Bankruptcy Code. See, e.g., In re Integrated Res., Inc., 147 B.R. 650, 660 (S.D.N.Y. 1992) (noting that breakup fees may be legitimately necessary to convince a single “white knight” to enter the bidding by providing some form of compensation for the risk it is undertaking); In re Crowthers

9

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 9 of 14
McCall Pattern, Inc., 114 B.R. 877, 879 (Bankr. S.D.N.Y. 1990) (breakup fees in merger agreement approved); In re 995 Fifth Ave. Assoc., L.P., 96 B.R. 24, 28-9 (Bankr. S.D.N.Y. 1989) (payment of $500,000 breakup fee to outbid contract vendee following sale of Debtors’ property was not unreasonable absent evidence that fee chilled bidding).

26. Historically, bankruptcy courts have approved bid protections similar to those proposed pursuant to the Bid Procedures proposed here under the “business judgment rule,” under which the courts defer to the actions of corporations taken in good faith and in the exercise of honest judgment. See, e.g., In re 955 Fifth Ave. Associates, L.P., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1992).

27. In considering whether to approve a breakup fee, courts generally consider the following three factors: (i) the relationship between the initial bidder and the seller; (ii) whether the fee is designed to encourage bidding; and (iii) the size of the fee in relation to the purchase price. See In re Integrated Resources, 147 B.R. at 657–63.

28. First, the Stalking Horse Bidder is not an insider of the Debtor. The Stalking Horse Agreement, including the bid protections set forth therein, was negotiated extensively and at arm’s-length. The Stalking Horse Bidder was not in a position to—and, in fact, did not—exert undue influence or pressure negotiating the Stalking Horse Protections.

10

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 10 of 14
29. Second, obtaining approval and authority to honor the Stalking Horse Protections is designed to facilitate the Debtor’s efforts to assure a sale to a contractually committed bidder at a price the Debtor believes is fair, while at the same time providing the Debtor with the potential of even greater benefit to the estate through a competitive bidding process. The Stalking Horse Bidder will establish a market for the Property, which other bidders will consider—and be required to exceed—in submitting their bids.

30. Third, a breakup fee that constitutes a fair and reasonable percentage of the proposed purchase price and that is reasonably related to the risk, effort, and expenses of the prospective purchaser is generally permissible. See, e.g., In re 995 Fifth Ave. Assoc., 96 B.R. 25, 28 (Bankr. S.D.NY. 1989); In re Integrated Resources, Inc., 147 B.R. at 662 (breakup fee was a reasonable percentage of proposed purchase price and in accord with industry averages).

31. Here, the Breakup Fee is 3% of the offered purchase price. Courts in the Ninth Circuit have routinely approved similar breakup fees and/or expense reimbursements offered to stalking horse bidders. See, e.g., In re Freedom Communications, Inc., No. 15-15311 (Bankr. C.D. Cal, February 5, 2016) (approving a breakup fee of 2.5%); In re Cmty. Healthcare of Douglas, Inc., No. 4:13-BK-01738-BMW, 2013 WL 12291504, at *2 (Bankr. D. Ariz. Oct. 22, 2013) (approving breakup fee of 3.0%); In re Cascade AG Servs., Inc., No. 12-

11

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 11 of 14
18366-KAO, 2012 WL 5943928, at *1 (Bankr. W.D. Wash. Nov. 23, 2012) (approving a breakup fee payable to the stalking horse bidder). 32. This Court has approved minimum overbids that are up to 4.5% of the initial purchase price. See In re Kaumana Drive Partners LLC, Bk. No. 19-01266 (approving $750,000 minimum initial overbid (i.e., 4.29%) of the $17.5 million initial purchase price); In re Pacific Links U.S. Holdings, Inc., Bk. No. 21-00094 (Bankr. D. Haw. 2021) (approving $600,000 minimum overbid (i.e., 2.90%) of the $20.7 million initial purchase price).

33. If a Breakup Fee is paid, it will be because Debtor received higher or otherwise superior Qualified Bids for the Property. In short, the proposed Breakup Fee is fair and reasonable under the circumstances because same would constitute a “fair and reasonable percentage of the proposed purchase price” and are “reasonably related to the risk, effort, and expenses of the prospective purchaser.” In re Integrated Res., Inc., 147 B.R. at 662 (approving a breakup fee of 1.6 percent of the proposed purchase price).

34. The Stalking Horse Protections are beneficial to the Debtor’s estate and its creditors, as the Stalking Horse Agreement establishes a floor for further bidding on the Property. Entering into the Stalking Horse Agreement allows for the Debtor to establish a market for the Property. Moreover, the Stalking Horse Bidder is unwilling to commit to holding open its offer to purchase the Property unless the

12

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 12 of 14
Court approves the Stalking Horse Protections. Thus, absent entry of an order approving the Stalking Horse Protections, the Debtor may lose the opportunity to obtain the highest and best offer it has received to date for the Property.

35. Accordingly, the Stalking Horse Protections should be approved. Request of Waiver of Stay

36. To the extent that the relief sought in the Motion constitutes a use of property under section 363(b) of the Bankruptcy Code, Debtor seeks a waiver of the fourteen-day stay under Bankruptcy Rule 6004(h). As explained herein, the relief requested in this Motion is immediately necessary for Debtor to be able to preserve the value of its estate.

Notice

37. The Debtor will provide notice of this Motion to the following parties and/or their respective counsel, as applicable: (a) the Office of the United States Trustee for the District of Hawaii; (b) Bank of Hawaii; (c) the Rouhier Plaintiffs; (d) the Subchapter V Trustee; and (e) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtor submits that, in light of the nature of the relief requested, no other or further notice need be given.

WHEREFORE, the Debtor respectfully requests that the Court enter an order, in substantially the form submitted herewith, granting the relief requested herein and such other relief as is just and proper under the circumstances.

13

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 13 of 14
Date: September 1, 2026 Respectfully submitted,
/s/ Allison A. Ito

Chuck C. Choi
Allison A. Ito
Daniel M. Eliades (admitted pro hac
vice)
Margaret R. Westbrook (admitted pro
hac vice)
Brian T. Peterson (admitted pro hac
vice)
Counsel and Special Counsel for Debtor

and Debtor-in-Possession
14

1615699912.5
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212 Filed 09/01/26 Page 14 of 14
Exhibit A
(Proposed Order)

CHOI & ITO

Attorneys at Law
CHUCK C. CHOI

K&L GATES LLP

DANIEL M. ELIADES (admitted pro hac vice) Daniel.Eliades@klgates.com
ALLISON A. ITO

Email: cchoi@hibklaw.com Email: aito@hibklaw.com

TOPA FINANCIAL CENTER 700 Bishop Street, Suite 1107 Honolulu, Hawaii 96813

Telephone: (808) 533-1877 Facsimile: (808) 566-6900

Attorney for Debtor and Debtor-in Possession

One Newark Center - 10th Floor Newark, New Jersey 07102 MARGARET R. WESTBROOK (admitted pro hac vice)

Margaret.westbrook@klgates.com 301 Hillsborough St., Suite 1200 Raleigh, NC 27603

BRIAN T. PETERSON

(admitted pro hac vice)
Brian.Peterson@klgates.com 925 4th Avenue, Suite 2900 Seattle, WA 98104-1158

Special Counsel for Debtor and Debtor-in-Possession

In re

IN THE UNITED STATE BANKRUPTCY COURT FOR THE DISTRICT OF HAWAII
Case No. 25-01103

Association of Apartment Owners of Kauai Beach Villas,
Debtor and Debtor in possession 1615699912.5

(Chapter 11) (Subchapter V)
Date: To be set Time: To be set Presiding Judge

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 1 of 45

ORDER (I) APPROVING DEBTOR’S DESIGNATION OF A STALKING HORSE BIDDER, (II) APPROVING STALKING HORSE BID PROTECTIONS, AND (III) GRANTING RELATED RELIEF

Upon the Debtor’s Motion for Entry of an Order (I) Approving Debtor’s Designation of a Stalking Horse Bidder, (II) Approving Stalking Horse Bid Protections, and (III) Granting Related Relief (the “Motion”)1 of the above captioned debtor and debtor-in-possession (the “Debtor”) for entry of an order (this “Order”) (A) approving the Debtor’s selection and designation of Garden Isle Dream, LLC, a Hawaii limited liability company, (the “Stalking Horse Bidder”), as the stalking horse bidder for the Property, (B) approving stalking horse bid protections for the Stalking Horse Bidder, and (C) granting related relief, and this Court having reviewed the Motion; and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor:

1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 2 of 45
THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:2

A. This Court has jurisdiction to consider the Motion under 28 U.S.C. § 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue of this Chapter 11 Case and the Motion is proper in this District under 28 U.S.C. §§ 1408 and 1409.

B. The predicates for the relief requested by the Motion are sections 105 and 363 of the Bankruptcy Code, Bankruptcy Rules 2002 and 6004, and applicable Local Rules.

C. The Debtor’s notice of the Motion and the Stalking Horse Agreement was (i) appropriate and reasonably calculated to provide all interested parties with timely and proper notice, (ii) in compliance with all applicable requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and (iii) adequate and sufficient under the circumstances of this Chapter 11 Case, and no other or further notice is required. A reasonable opportunity to object or be heard regarding the relief granted by this Order has been afforded to all interested persons and entities.

2 The findings, determinations, and conclusions set forth herein constitute this Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 3 of 45
D. The Bidding Procedures Order authorizes the Debtor to select a Qualified Bidder as a stalking horse bidder for the Property by the Stalking Horse Deadline.

E. In accordance with the Bidding Procedures Order, the Debtor filed the Notice of Extension of Deadline to Designate Stalking Horse Bidder (Docket No. 161), extending the Stalking Horse Deadline to June 15, 2026. Subsequently, the Debtor filed two additional Notices of Extension of Sale Deadlines (Docket Nos. 190 & 202), extending the Stalking Horse Deadline to August 21, 2026. In its Motion, the Debtor provided notice of the receipt of the Stalking Horse Bid and provided for the extension of the Stalking Horse Deadline to the date of its Motion.

F. In accordance with the Bidding Procedures Order, and in the exercise of its business judgment, (i) the Debtor determined that the Stalking Horse Bidder constitutes a Qualified Bidder, (ii) the Debtor determined that the Bid submitted by the Stalking Horse Bidder constitutes a Qualified Bid, and (iii) the Debtor selected and designated the Stalking Horse Bidder to act as the stalking horse bidder for the Property pursuant to the terms and conditions contained in the Stalking Horse Agreement between the Debtor and the Stalking Horse Bidder, a copy of which was attached as Exhibit B to the Motion.

G. The Debtor has set forth good and sufficient business reasons for the Court to approve the Motion. The good and sufficient reasons articulated by the

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 4 of 45
Debtor, which were set forth in the Motion, are incorporated herein by reference and, among other things, form the basis for the findings of fact and conclusions of law set forth herein.

H. Entry of this Order is in the best interests of the Debtor’s estate, its creditors and all other interested parties.

I. The Stalking Horse Protections, including the Breakup Fee and Expense Reimbursement, were negotiated by the Debtor and the Stalking Horse Bidder at arm’s length and in good faith. The Stalking Horse Protections are fair, reasonable, and necessary under the circumstances, are reasonably related to the risk, effort, and expenses incurred and to be incurred by the Stalking Horse Bidder, provide a substantial benefit to the Debtor’s estate, and do not improperly chill or impede bidding for the Property.

J. The Stalking Horse Bidder has incurred, and will continue to incur, time, effort, and expense in connection with the proposed transaction, and has relied upon the availability and enforceability of the Stalking Horse Protections in agreeing to act as the stalking horse bidder for the Property. The Stalking Horse Protections constitute a material inducement for, and condition of, the Stalking Horse Bidder’s willingness to continue to pursue the transaction and to hold open its offer for the benefit of the Debtor’s estate pending the Auction.

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 5 of 45
THEREFORE, IT IS ORDERED THAT:
1. The Motion is GRANTED as set forth herein.

2. The Debtor’s determination that the Stalking Horse Bidder constitutes a Qualified Bidder, the Debtor’s determination that the Stalking Horse Agreement constitutes a Qualified Bid, and the Debtor’s selection and designation of the Stalking Horse Bidder to act as the stalking horse bidder for the Property pursuant to the terms and conditions contained in the Stalking Horse Agreement are APPROVED.

3. The Breakup Fee in the amount of $270,000.00 (which is equal to 3% of the Purchase Price (as defined in the Stalking Horse Agreement)) and the Expense Reimbursement in an amount not to exceed $100,000.00 (collectively, the “Stalking Horse Protections”) are APPROVED.

4. Notwithstanding any provision in the Bidding Procedures Order, the Breakup Fee shall solely be payable from the proceeds of an Alternative Transaction (as defined in the Stalking Horse Agreement) simultaneously with the closing of such Alternative Transaction, without further application, notice, hearing or order of the Court. The Expense Reimbursement shall be payable upon the Stalking Horse Bidder’s submission of reasonable documentation of its costs, fees and expenses, without the need for a separate fee application or further Court approval. The Stalking Horse Protections shall constitute an administrative expense claim with

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 6 of 45
priority under Sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code in favor of the Stalking Horse Bidder.

5. The Stalking Horse Bidder shall be authorized to credit bid the amount of the Breakup Fee and the maximum amount of the Expense Reimbursement in connection with any subsequent Bid it makes for the Property.

END OF ORDER

Submitted by:

CHOI & Ito

CHUCK C. CHOI
ALLISON A. ITO
700 Bishop Street, Suite 1107
Honolulu, Hawaii 96813
Telephone: (808) 533-1877
Facsimile: (808) 566-6900
Attorney for the Debtor and Debtor in Possession

K&L GATES LLP

DANIEL M. ELIADES
(admitted pro hac vice) Daniel.Eliades@klgates.com
One Newark Center - 10th Floor
Newark, New Jersey 07102
MARGARET R. WESTBROOK
(admitted pro hac vice) Margaret.westbrook@klgates.com
301 Hillsborough St., Suite 1200
Raleigh, NC 27603
BRIAN T. PETERSON
(admitted pro hac vice) Brian.Peterson@klgates.com
925 4th Avenue, Suite 2900
Seattle, WA 98104-1158
Special Counsel for the Debtor and Debtor in Possession

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 7 of 45
Exhibit B
Purchase and Sale Agreement by and between the Debtor and Garden Isle Dream, LLC

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 8 of 45
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of ____________________________, 2026 (the “Effective Date”) by and between Association of Apartment Owners of Kauai Beach Villas (“Seller” or “Association” or the “Debtor”), and Garden Isle Dream, LLC, a Hawaii limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

WHEREAS, Seller is desirous of selling certain property located at 4330 Kauai Beach Drive, Lihue, Kauai, Hawaii, known as Kauai Beach Villas, consisting of 8 buildings containing a total of 150 one and two-bedroom apartments more particularly described on Exhibit A attached hereto (the “Property” as defined below).

WHEREAS, 105 of the 150 apartments at the Property, are operated as a timeshare resort known as PAHIO at Kauai Beach Villas.

WHEREAS, there are 105 time share units at the Property, each of which contains 51 use periods1 resulting in a total of 5,355 use periods (or intervals) at the Property.

WHEREAS, all owners of Interval Owner are members of the Association (“Association Members”).

WHEREAS, the Property is also subject to the provisions of the Declaration of Horizontal Property Regime dated June 5, 1981, and recorded in the Bureau of Conveyances on June 8, 1981 of the State of Hawaii (the “Bureau”) in Liber 15596 at Page 1, as amended.

WHEREAS, the 105 apartments at the Property operated as the PAHIO at Kauai Beach Villas timeshare are also subject to the provisions of the Declaration of Covenants, Conditions and Restrictions for the PAHIO At Kauai Beach Villas Interval Ownership Plan, dated March 13, 1995, and recorded in the Bureau on March 14, 1995 as Document No. 95034656 (the “Timeshare Declaration”), as amended. The Timeshare Declaration created the PAHIO at Kauai Beach Villas Interval Owners Association (the “Interval Association”), which manages the timeshare plan, and is a subpart of the Association. All members of the Interval Association are also members of the Association.

WHEREAS, pursuant to a warranty deed dated September 20, 2025, and recorded on October 1, 2025, at the Bureau as Doc No. A-9405000260, PAHIO Vacation Ownership, Inc. (“PAHIO”), conveyed to the Association all the right, title, interest and claim of PAHIO to the Association to an undivided 2/102 interest in Apartment No. 12 at the KAUAI BEACH VILLAS.

WHEREAS, Seller owns two (2) every other year intervals at the Property and a concomitant share of the common elements at the Property (the “Association Interest”), which

1 One use period per year is reserved as a maintenance service period. Additionally, in certain years there is a 53rd use period that belongs to the Association, which can lease it to an owner or non-owner.

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 9 of 451615682871.5

comprises approximately .0159% of the total ownership at the Property. The Association owns the common element share of the Association Interest as a tenant-in-common with all other Association owners.

WHEREAS, PAHIO, Pahio at Kauai Beach Villas Interval Owners Association, and First American Trust, FSB, a federal savings bank, as Trustee, 5 First American Way, Santa Ana, CA 92707 (“First American Trust”) owns a combined 30.26% of the Property. The Association owns approximately .0159% of the Property, on account of the Association Interest. The remaining ownership interests in the Project (approximately 69.69% of the total) are owned by approximately 6,893 parties to corresponding contracts (“Interval Owners”), with each interval having its own separate corresponding contract and forty-five (45) whole owners, (collectively, “Whole Unit Owners”), all whom are members of the Association.

WHEREAS, PAHIO, Pahio at Kauai Beach Villas Interval Owners Association, First American Trust, and the Interval Owners and Whole Unit Owners are all Association Members.

WHEREAS, on December 5, 2025, Seller filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Hawaii (“Bankruptcy Court”), which is administered under Case Number 25-01103 (“Bankruptcy Case”). The Debtor in the Bankruptcy Case is the Seller.

WHEREAS, on February 13, 2026, the Debtor filed a Motion for Entry of an Order (I)(A) Approving Auction and Bidding Procedures, (B) Scheduling Bid Deadlines and an Auction, (C) Approving the Form and Manner of Notice Thereof, and (II)(A) Authorizing Sale of Assets and (B) Granting Related Relief (the “Sale Procedures Motion”), and on April 14, 2026 the Bankruptcy Court entered its Amended and Restated Order approving the marketing, auction and bidding procedures (the “Sale Procedures Order”);

WHEREAS, on May 14, 2026, the Debtor commenced an adversary proceeding in the Bankruptcy Case pursuant to section 363(h) of the Bankruptcy Code, seeking a judgment authorizing the sale of all right, title and interest of the Seller and all other Association Members in the Property (the “Section 363(h) Proceeding”).

WHEREAS, Purchaser has submitted a bid to acquire the Property for $9,000,000 and is intended to be designated by Seller as the “Stalking Horse Bidder” pursuant to the Sale Procedures Order and the Bidding Procedures incorporated therein, subject to entry of an order approving the Stalking Horse Bid Protections described herein; and

WHEREAS, if Purchaser is thereafter designated as the Successful Bidder, Seller desires to sell the Property to Purchaser and Purchaser desires to purchase the Property from Seller on the terms set forth herein pursuant to sections 105, 363 and 365 of the Bankruptcy Code;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

2

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 10 of 451615682871.5
ARTICLE I
DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings set forth in this Section 1.1. Any capitalized term in the Agreement that is not defined herein shall have the meaning ascribed to it in the Plan.

“Affiliate” means, with respect to the Person in question, any other Person that, directly or indirectly, (i) owns or controls fifty percent (50%) or more of the outstanding voting and/or equity interests of such Person, or (ii) controls, is controlled by or is under common control with, the Person in question. For the purposes of this definition, the term “control” and its derivations means having the power, directly or indirectly, to direct the management, policies or general conduct of business of the Person in question, whether by the ownership of voting securities, contract or otherwise.

“Alternative Transaction” means any transaction or series of transactions pursuant to which Seller sells, transfers or otherwise disposes of all or any material portion of the Property, whether pursuant to a sale under section 363 of the Bankruptcy Code, a plan of reorganization or otherwise, to any Person other than Purchaser or its permitted assignee.

“Anti-Terrorism Laws” means Executive Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all other Applicable Law addressing or in any way relating to terrorist acts and acts of war.

“Applicable Law” means (i) all federal, state, and local statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, stock exchange, board of fire underwriters and similar quasi-governmental authority, and (ii) any judgment, injunction, order or other similar requirement of any court or other adjudicatory authority, in effect at the time in question and in each case to the extent the Person or property in question is subject to the same.

“Assumed Liabilities” has the meaning set forth in Section 2.4 hereof.

“Business Day(s)” shall mean every day other than (i) Saturdays, (ii) Sundays, (iii) all days observed by the Federal Government of the United States and the State of Hawaii as legal holidays and (iv) all days on which commercial banks in Hawaii are required by law to be closed.

“Casualty” has the meaning set forth in Section 13.1 hereof.

“Closing” has the meaning set forth in Section 10.1 hereof.

“Closing Date” has the meaning set forth in Section 10.1 hereof.

“Closing Statement” means a closing statement prepared by the Escrow Agent in connection with Closing.

3

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 11 of 451615682871.5
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service.

“Condemnation” has the meaning set forth in Section 13.2 hereof.

“Contracts” means, collectively, the Leases and Executory Contracts and any written or oral note, bond, mortgage, contract, license, lease, sublease, covenant, commitment, power of attorney, proxy, indenture, or other binding agreement or arrangement.

“Confirmation Order” means the Order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

“Cure Amounts” or “Cure Costs” mean the aggregate monetary sum required to be paid to the counterparties under the Purchased Contracts to be assigned by the Seller and assumed by Purchaser in accordance with Section 2 hereof.

“Deeds” has the meaning set forth in Section 10.2.1(a) hereof.

“Earnest Money” means, at the time in question, the amounts then deposited with Escrow Agent (and any additional amounts as may be deposited with Escrow Agent), together with all interest and any other amounts earned thereon.

“Earnest Money Escrow Agreement” has the meaning set forth in Section 3.2.1 hereof.

“Environmental Claims” means all claims for reimbursement, remediation, abatement, removal, clean up, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the (i) presence or actual or potential spill, leak, emission, discharge or release of any Hazardous

Substances over, on, in, under or from the Property, or (ii) violation of any Environmental Laws with respect to the Property.

“Environmental Laws” means any Applicable Laws which regulate the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation, or an actual or potential spill, leak, emission, discharge or release of any Hazardous Substances, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media, including, without limitation, (a) the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) (“CERCLA”); (b) the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.) (“RCRA”); (c) the National Environmental Policy Act (42 U.S.C. §§ 4321 et seq. (1969), as amended); (d) the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.); (e) the Clean Air Act (42 U.S.C. §§ 7401 et seq.); (f) the Clean Water Act (33 U.S.C. §§ 1251 et seq.); (g) the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.); (h) the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.); (i) any state, county, municipal or local Applicable Laws similar or analogous to the federal statutes listed in parts (a)-(h) of this definition; and (j) any rules, regulations, directives, or orders pursuant to or implementing the Applicable Laws listed in parts (a)-(i) of this definition.

“Escrow Agent” means Jeremy Trueblood, Title Guaranty Hawaii, LLC

4

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 12 of 451615682871.5
“Executory Contract Order” means a Final Order determining the Assumption/Rejection Motion as defined below.

“Executory Contract” means any existing executory contract or unexpired lease of personal property between any Seller and any other Person or Persons regarding the Property.

“Final Order” means an Order of the Bankruptcy Court or a court of competent jurisdiction to hear appeals from the Bankruptcy Court that has not been reversed, stayed, modified or amended, and as to which the time to appeal, petition for certiorari or move for re-argument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for re-argument or rehearing shall then be pending; provided, however, that the possibility that a motion under Rule 59 or 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure or applicable state court rules of civil procedure, may be filed with respect to such order shall not cause such order not to be a Final Order.

“Governmental Authority” means any federal, state or local government or other political subdivision thereof, including, without limitation, any Person exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or property in question. For the avoidance of doubt, Governmental Authority shall include all taxing authorities.

“Hazardous Substances” means all substances, chemicals, wastes, materials, pollutants, or contaminants defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, or defined as hazardous or toxic by, or regulated as such under, any applicable Environmental Law, including RCRA hazardous wastes, CERCLA hazardous substances, asbestos, toxic mold, and polychlorinated biphenyls.

“Land” has the meaning set forth in Section 2.1.1 hereof.

“Lease” means any lease, master lease, sublease or sub-sublease, letting, license, sublicense or sub-sublicense, concession, or other agreement (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy, all or any portion of the Property, and every modification, amendment, or other agreement (whether written or oral) relating to such lease, license, or other agreement entered into in connection with such lease, license, or other agreement, whether in existence before or after the Petition Date. A list of “Unexpired Leases” is attached at Exhibit B hereto.

“Liability” or “Liabilities” means any liability, obligation, damage, loss, diminution in value, cost or expense of any kind or nature whatsoever, whether accrued or unaccrued, actual or contingent, known or unknown, foreseen or unforeseen.

“Lien” means any mortgage, pledge, deed of trust, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, including any “lien” as defined in Section 101(37) of the Bankruptcy Code, or a conditional sale contract, title retention contract or other contract to give any of the foregoing.

“Material Casualty” has the meaning set forth in Section 13.1.1 hereof.

5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 13 of 451615682871.5
“Material Condemnation” has the meaning set forth in Section 13.2.1 hereof.
“Order” means an order or judgment entered in the Bankruptcy Case by the Bankruptcy Court as entered on the Docket as well as any writ, judgment, decree, award, ruling, subpoena, verdict, injunction or similar order of any Governmental Authority (in each such case whether preliminary or final).

“Permitted Exceptions” has the meaning set forth in Section 5.3 hereof.

“Person” means any natural person, corporation, general or limited partnership, limited liability company, association, joint venture, trust, estate, Governmental Authority or other legal entity, in each case whether in its own or a representative capacity.

“Petition Date” means December 5, 2025, the date upon which the Debtor filed a petition commencing the Bankruptcy Case.

“Plan” means the Chapter 11 plan of liquidation of the Debtor filed in the Bankruptcy Case, in form and substance consistent in all material respects with this Agreement, as such plan may be modified from time to time.

“Property” has the meaning set forth in Section 2.1 hereof.

“Prorations” has the meaning set forth in Section 11.1 hereof.

“Retained Liabilities” has the meaning set forth in Section 2.5 hereof.

“Release” means any release, spill, emission, discharge, leaking, leaching, pumping, pouring, dumping, emptying, injection, deposit, disposal of or migration into or through the indoor or outdoor environmental medium or into or out of any property.

“Rejected Contract(s)” means those Executory Contracts and Leases which are rejected by the Debtor pursuant to Section 365 of the Bankruptcy Code.

“Rejection Claim” means any claim under the Bankruptcy Code that arises in favor of the third party to any Executory Contract or Lease that is a Rejected Contract.

“Sale Order” means a Final Order of the Bankruptcy Court, in form and substance reasonably satisfactory to Purchaser, approving this Agreement and the Sale Transaction; authorizing Seller to sell, assign, transfer and convey to Purchaser one hundred percent (100%) of the fee simple title and all right, title and interest of Seller and all Association Members in and to the Property; providing that the Property is transferred free and clear of all Liens, claims, interests, encumbrances, timeshare interests, interval ownership interests, Whole Unit Owner interests, Association interests, successor-liability claims and other interests of any kind or nature, other than the Permitted Exceptions; containing findings under sections 363(f) and 363(m) of the Bankruptcy Code; authorizing rejection or assumption and assignment of Contracts as provided herein; confirming the transaction’s exemption from stamp, real estate transfer, mortgage recording, sales, use, or other similar tax, pursuant to Section 1146(a) of the Bankruptcy Code; and containing such

6

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 14 of 451615682871.5
further findings and relief as are reasonably required by the Title Company to issue the Owner’s Title Policy described in Section 5.4.

“Stalking Horse Bid Protections” means the Break-Up Fee and Expense Reimbursement described in Section 3.7 and approved by the Bankruptcy Court.

“Section 363(h) Proceeding” shall have the meaning set forth in the recitals hereto.

“Taxes” means any federal, state, local or foreign, real property, personal property, sales, use, room, occupancy, ad valorem (real or personal property) or similar taxes, assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to the Property, including any assessment, interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or generation skipping tax or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transaction described in this Agreement.

“Tenant” means a Person counterparty to a Lease entered into with the Seller. “Title Commitments” has the meaning set forth in Section 5.1 hereof.

“Title Company” means Title Guaranty Hawaii, LLC.

“Unpermitted Exceptions” has the meaning set forth in Section 5.3 hereof.

1.2 Unless the context clearly indicates to the contrary, the following rules shall apply to the construction of this Agreement:

1.2.1. All references herein to articles or sections without reference to a specific document are references to articles or sections of this Agreement.

1.2.2. The terms “hereby”, “hereof’, “hereto”, “herein”, “hereunder” and any similar terms, as used in this Agreement, refer to this Agreement in its entirety and not the article or section of this Agreement in which they appear.

1.2.3. The word “including” means “including but not limited to.”

1.2.4. All Recitals and Exhibits to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement.

ARTICLE II

THE PROPERTY AND LIABILITIES
2.1 Description of the Property. Subject to the terms set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase

7

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 15 of 451615682871.5
and accept from Seller, all right, title and interest of Seller and all other Association Members in and to the property and assets set forth in this Section 2.1 (collectively, the “Property”):

2.1.1. all of the fee simple interest in, to and under the land of , described in Exhibit A attached hereto, (collectively, the “Land”);

2.1.2. all right, title and interest in, to and under all privileges and easements appurtenant to the Land, including all easements, rights of way and other appurtenances of Seller and all other Association Members used in connection with the beneficial use and enjoyment of the Land, and all permits, licenses, approvals and authorizations issued by any Governmental Authority relating to the Property, to the extent same are in effect and transferable, including all active building, grading and trenching permits, all Special Management Area (“SMA”) permits pertaining to Buildings G and H, wastewater permits, NPDES permits, and other permits necessary to own, maintain or operate the Property in its current condition (collectively, the “Appurtenances”);

2.1.3. all right, title and interest in and to all improvements and fixtures located on the Land, including, without limitation, all buildings and structures located on the Land (collectively, the “Improvements”); and

2.1.4. subject to the provisions of Section 2.2 hereof, all right, title and interest of Seller and all other Association Members in and to the Executory Contracts and Unexpired Leases identified on Schedule 1 and Schedule 2, respectively, attached hereto.

2.2 Executory Contracts and Unexpired Leases.

2.2.1. Purchaser herby designates the Executory Contracts and Unexpired Leases identified on Schedule 1, and Schedule 2 hereto as “Purchased Contracts” under this Agreement. Any Executory Contracts and Unexpired Leases that are not identified on Schedule 1, and Schedule 2 hereto shall be deemed an “Excluded Contract” under this Agreement. Any Excluded Contract may be assumed or rejected by Seller in its sole discretion.

2.2.2. Within seven (7) Business Days after the execution of this Agreement, the Seller shall file a motion with the Bankruptcy Court regarding the proposed assumption or rejection of Purchase Contracts and Excluded Contracts (the “Assumption/Rejection Motion”). The Assumption/Rejection Motion shall provide all applicable counterparties with (i) notice of the proposed treatment of their respective executory contract(s) or unexpired lease(s); (ii) the amount to be paid, if any, to cure any existing default(s) – the Cure Costs; (iii) establishing deadlines for objection to the proposed treatment of the executory contract and/or unexpired lease as set forth in the Assumption/Rejection Motion, including payment of the Cure Costs; and (iv) establishing a hearing date for the resolution of any filed objections to the Assumption/Rejection Motion.

2.2.3. Subject to entry of a Final Order on the Assumption/Rejection Motion, on the Closing Date the Purchased Contracts shall be deemed assumed by Seller and assigned to Purchaser pursuant to Sections 365(b)(1)(A) and (B) and 365(f) of the Bankruptcy Code. Purchaser shall assume obligations first arising after Closing under the Purchased Contracts but if there are any costs or fees associated with the assignment of a Purchased Contract to Purchaser, Purchaser shall be responsible for payment of all such costs and fees. Purchaser shall be responsible for Cure Amounts only to the extent expressly set forth for each Purchased Contract on Schedule 1 or

8

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 16 of 451615682871.5
Schedule 2, as finally approved by Purchaser in writing. Purchaser may remove any Purchased Contract from the applicable Schedule prior to the deadline established by the Bankruptcy Court for designation of assumed contracts if the final Cure Amount exceeds the amount shown on such Schedule or if Purchaser otherwise determines not to assume such Contract, subject to the Sale Procedures Order.

2.2.4. Purchaser shall have no Liabilities for any Cure Costs or Rejection Claim of a counterparty to an Excluded Contract.

2.2.5. Notwithstanding the foregoing, so long as an Excluded Contract has not been rejected by the Seller pursuant to Section 365 of the Bankruptcy Code and Final Order of the Bankruptcy Court, Seller shall, upon written request by Purchaser, seek to assign such Excluded Contract to Purchaser, and Purchaser shall assume the same in accordance with Sections 2.2 hereof.

2.3 Cure Costs. Subject to the entry of a Final Order on the Assumption/Rejection Motion, Cure Costs shall be paid at the Closing (or in the case of a dispute, the disputed amount shall be escrowed at the Closing with the Escrow Agent pursuant to an escrow arrangement reasonably acceptable to Seller and Purchaser).

2.4 Assumed Liabilities. At Closing, Purchaser shall assume all Liabilities arising or occurring from and after the Closing with respect to the Property and the Purchased Contracts, but expressly excluding the Retained Liabilities (all Liabilities, except for the Retained Liabilities, shall be referred to herein as “Assumed Liabilities”).

2.5 Retained Liabilities. At Closing, Seller shall retain all Liabilities to the extent arising or occurring prior to the Closing Date with respect to the Property, the Purchased Contracts or the Excluded Contracts (the “Retained Liabilities”).

2.6 Survival. The Parties rights and obligations under this Article II shall survive the Closing.

ARTICLE III

PURCHASE PRICE
3.1 Purchase Price. The purchase price for the Property is NINE MILLION AND NO/100 DOLLARS ($9,000,000.00) (the “Purchase Price”), subject to the other prorations and adjustments expressly provided in this Agreement.

3.2 Earnest Money.

3.2.1. Earnest Money Deposit. No later than the time required for Purchaser to qualify as the Stalking Horse Bidder under the Sale Procedures Order and simultaneous with the execution of this Agreement, Purchaser shall deposit with Title Guaranty Escrow and Title Services, Honolulu, Hawaii, as Escrow Agent, the sum of FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00), representing five percent (5%) of the Purchase Price (the “Earnest Money Deposit”). Purchaser shall not be required to increase the Earnest Money Deposit unless and until Purchaser is selected as the Successful Bidder or Back-Up Bidder, in which event Purchaser shall, within two (2) Business Days after such selection, increase the Earnest Money

9

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 17 of 451615682871.5
Deposit to ten percent (10%) of the aggregate purchase price of Purchaser’s then-current bid, in accordance with the Bidding Procedures. The Earnest Money Deposit shall be returned to Purchaser upon any termination of this Agreement expressly permitted pursuant to Sections 3.5, 5.3, 9.1.2, 9.2.2, 12.1, 13.1.1 or 13.2.1, or upon any other termination expressly providing for return of the Earnest Money Deposit, but will otherwise be nonrefundable to Purchaser.

3.2.2. Disbursement of Earnest Money. At Closing, the Earnest Money Deposit shall be applied to the Purchase Price. If this Agreement is terminated for any reason and Purchaser is not entitled to a refund of the Earnest Money Deposit pursuant to the express provisions of this Agreement, the Earnest Money Deposit shall be disbursed in accordance with the provisions of the Earnest Money Escrow Agreement and/or other applicable Order. This Section 3.2.2 shall survive the termination of this Agreement.

3.3 Payment of Purchase Price. At Closing, Purchaser shall deposit with Escrow Agent, in immediately available funds, an amount equal to the Purchase Price as adjusted by the prorations and adjustments provided elsewhere in this Agreement and less the Earnest Money Deposit.

3.4 Disbursement of Earnest Money and Purchase Price. The Purchase Price, inclusive of the Earnest Money Deposit, shall be distributed by the Escrow Agent in accordance with the provisions of the Sale Order and/or other applicable Order.

3.5 Stalking Horse Bid Protections. As a material inducement to Purchaser to execute this Agreement and serve as the Stalking Horse Bidder, Seller shall promptly file and diligently prosecute a motion seeking Bankruptcy Court approval of the following Stalking Horse Bid Protections: (a) a break-up fee equal to three percent (3%) of the initial Purchase Price ($270,000.00) (the “Break-Up Fee”), payable if Seller consummates a sale of the Property to a bidder other than Purchaser; and (b) reimbursement of Purchaser’s actual, reasonable and documented out-of-pocket costs and expenses, including legal, title, financial, engineering and other professional fees, incurred in connection with the proposed transaction, up to $100,000.00 (the “Expense Reimbursement”), payable upon the occurrence of an Alternative Transaction, provided that the Alternative Transaction(s) results in funds to the Seller that are equal to or greater than the sum of the (x) Purchase Price; (y) Break-Up Fee; and (z) Expense Reimbursement, or any other events set forth in the order approving such protections. Purchaser’s obligations to serve as Stalking Horse Bidder and to be bound by this Agreement prior to the Bid Deadline are conditioned upon entry of an order approving the Stalking Horse Bid Protections in form and substance reasonably satisfactory to Purchaser. If such order is not entered on or before the date reasonably required to permit Purchaser to participate as Stalking Horse Bidder, Purchaser may terminate this Agreement and receive an immediate return of the Earnest Money Deposit. In the event Purchaser terminates this Agreement in accordance with this Section, Purchaser shall not be entitled to the Stalking Horse Bid Protections.

3.6 Like-Kind Exchange.

Notwithstanding anything to the contrary in this Agreement, each Party acknowledges and agrees that the other Party or Parties (as the case may be) has the right to designate this transaction to qualify as a tax-free exchange under Section 1031 of the Code, and that Purchaser shall have the right to assign this Agreement to a “qualified intermediary” (as defined in Treas. Reg. §

10

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 18 of 451615682871.5
1.1031(k)-1(g)(4) of the Code) or such other entity or entities as is necessary to carry out a 1031 Exchange. Each Party shall execute and deliver such documents as may reasonably and customarily be required to complete the transactions contemplated by any such tax-free exchange, which are in form and substance reasonably acceptable to the other applicable Parties, and otherwise cooperate in all reasonable respects with respect to such tax-free exchange, provided that (i) Seller shall not be required to take title to any property, and (ii) neither such tax-free exchange nor Seller’s cooperation therewith shall result in any delay to the Closing, nor the imposition of any cost or liability upon Seller or Purchaser, as the case may be.

3.7 Allocation of Purchase Price. Purchaser and Seller, having exercised reasonable discretion in good faith, allocate the Purchase Price as set forth in Exhibit E.

ARTICLE IV

CONTINGENCIES
4.1 No General Due Diligence or Financing Contingency. Purchaser acknowledges that, as required by the Bidding Procedures, its Bid is not subject to any general due diligence or financing contingency. Notwithstanding the foregoing, nothing in this Section 4.1 waives, limits or modifies Purchaser’s express rights arising from Seller’s representations, warranties, covenants and obligations, the title provisions of Article V, the permit and condition provisions of Article VI, the Closing Conditions in Article IX, Seller Default under Article XII, casualty or condemnation under Article XIII, the Stalking Horse Bid Protections, or any other express termination or closing right contained in this Agreement.

ARTICLE V

TITLE TO THE PROPERTY
5.1 Title Commitment. Seller shall cause Title Guaranty of Hawaii, LLC, or such other title insurer reasonably acceptable to the Parties (the “Title Company”), to deliver to Purchaser a complete preliminary title report and commitment for an ALTA owner’s policy of title insurance for the entire Property, together with access to all exception documents, as promptly as practicable following the Effective Date, all at Purchaser’s sole cost and expense.

5.2 Exceptions to Title. Except as otherwise expressly provided in this Agreement or accepted by Purchaser in writing, Seller shall convey, and Purchaser shall acquire, good and insurable fee simple title to one hundred percent (100%) of the Property, subject only to the Permitted Exceptions. The Property shall otherwise be conveyed free and clear of all Liens, Claims, Interests and other encumbrances pursuant to the Sale Order and the Section 363(h) Judgment.

5.3 Permitted Exceptions and Unpermitted Exceptions. Purchaser shall have ten (10) Business Days after receipt of the complete Title Commitment to deliver written notice to Seller identifying any title matters that Purchaser is unwilling to accept (the “Unpermitted Exceptions”). Any title matter not expressly identified in writing by Purchaser as an Unpermitted Exception shall constitute a “Permitted Exception.” Notwithstanding the foregoing, in no event shall any of the following constitute a Permitted Exception unless expressly accepted in writing by Purchaser: (i) any monetary lien or encumbrance securing an obligation of Seller or any Association Member;

11

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 19 of 451615682871.5
(ii) any ownership, condominium, timeshare, interval ownership, common-element, Association or other proprietary interest that is required to be sold, transferred, released or extinguished pursuant to the Sale Order or the Section 363(h) Judgment; (iii) any lien, Claim or Interest that the Sale Order requires to be released or transferred to the proceeds of the Sale; or (iv) any matter that would prevent the Title Company from issuing the Owner’s Policy required by Section 5.1. Seller shall notify Purchaser in writing within seven (7) Business Days after receipt of Purchaser’s notice whether Seller will cure each Unpermitted Exception. Seller shall be obligated, at or prior to Closing, to cure or cause the removal from title of the matters described in clauses (i) through (iv) above. With respect to any other Unpermitted Exception that Seller elects not to cure, Purchaser may, in its sole discretion, either (A) terminate this Agreement by written notice to Seller, whereupon the Earnest Money Deposit shall be returned to Purchaser and neither Party shall have any further liability hereunder except for obligations expressly surviving termination, or (B) waive such objection in writing and accept such matter as a Permitted Exception. Purchaser’s failure to make such election shall not constitute or be deemed an acceptance or waiver of any Unpermitted Exception. Any title matter first appearing in an update or continuation of the Title Commitment after expiration of the initial title-review period shall constitute a new title matter, and Purchaser shall have five (5) Business Days after receipt thereof to object thereto. If necessary, the Closing Date shall be extended for the period reasonably necessary to permit Purchaser to exercise its rights under this Section. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall have the right extend the Closing Date for a period of up to thirty (30) days solely to effect the cure of an Unpermitted Exception.

5.4 Conveyance of the Property; Owner’s Title Policy. At Closing, Seller shall convey to Purchaser good and insurable fee simple title to one hundred percent (100%) of the Property, subject only to the Permitted Exceptions, and otherwise free and clear of all Liens, Claims, Interests, encumbrances, ownership interests, condominium interests, timeshare interests, interval ownership interests and other interests required to be released, transferred or extinguished pursuant to the Sale Order and the Section 363(h) Judgment.

ARTICLE VI

CONDITION OF THE PROPERTY
6.1 Remediation Activities and Permits.

6.1.1. Current Regulatory Status of Property. Attached hereto as Exhibit D is the Phase I Environmental Site Assessment Report for the Property, which Purchaser acknowledges receiving from Seller or its consultants prior to the execution of this Agreement.

6.1.2. Remediation Activities. Purchaser shall be solely responsible at its sole cost and expense for completing any required remediation of environmental conditions at the Property which may exist as of the Closing Date and which may arise thereafter (“Remediation Activities”).

6.1.3. Final Inspection and Condition at Closing. Purchaser may conduct a final inspection of the Property during the five (5) Business Days immediately preceding Closing. Seller shall maintain the Property in substantially the same condition as existed on the Effective Date, ordinary wear and tear excepted, and shall not commit or permit waste.

12

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 20 of 451615682871.5
6.1.4. Permits. From the Effective Date through Closing, Seller shall maintain in effect all currently existing and transferable permits, licenses and governmental approvals relating to the Property and shall use commercially reasonable efforts, at Purchaser’s expense, to obtain any required extension, reissuance, consent or governmental action necessary to transfer such permits to Purchaser at Closing, including the SMA permits pertaining to Buildings G and H and any wastewater or NPDES permits. Purchaser shall be responsible for governmental transfer, application and filing fees attributable solely to the transfer or reissuance of such permits in Purchaser’s name. Seller shall be responsible for costs necessary to cure pre-Closing violations or deficiencies or to maintain such permits in effect through Closing. Seller shall not surrender, terminate or materially modify any such permit without Purchaser’s prior written consent, except pursuant to a Bankruptcy Court Order.

6.2 Release and Indemnity. By accepting Seller’s deeds at Closing, Purchaser irrevocably waives and releases, on behalf of Purchaser, Purchaser’s agents, Purchaser’s affiliates, agents, and all successors in title to the Property, any claims against Seller (and against Seller’s members, managers, officers, representatives) as owner, operator or otherwise, arising out of or in connection with any conditions, including environmental and subsurface conditions, whether known or unknown, latent or apparent, and whether such claims are based on or sound in contract, tort, statute, common law liability, contribution, indemnity, strict liability or any other theory or cause of action. Further, Purchaser shall indemnify, defend and hold Seller harmless in respect of any and all claims, proceedings, losses, damages, liabilities and expenses, whether or not due and payable, asserted against, incurred or suffered by Seller due to any environmental condition alleged to have arisen after Closing or from the exacerbation after Closing of a condition of the Property that existed prior to Closing.

6.3 ‘AS-IS’, ‘WHERE IS’ Condition. Except for Seller’s express representations, warranties, covenants, obligations and Closing Conditions contained in this Agreement, the Sale Order and the Section 363(h) Judgment, Purchaser acknowledges and agrees that (a) the purchase of the Property shall be on an “As Is”, “Where Is”, “With All Faults” basis, subject to wear and tear from the Effective Date until Closing Date, and (b) except as expressly set forth in this Agreement, Seller has no obligation to repair any damage to or defect in the Property, replace any of the Property or otherwise remedy any matter affecting the condition of the Property. Purchaser recognizes that Seller would not permit the transfer of the Property except on an “AS IS” “WHERE IS” basis, and acknowledges that Seller has made no representations or warranties of any kind, express or implied, in connection with the Property other than the express representations and warranties contained in this Agreement, the Sale Order and the Section 363(h) Judgment. Purchaser understands that Seller makes no warranties, express or implied, with respect to the completeness, accuracy or substance of any materials provided by Seller to Purchaser with regard to the Property, and Purchaser acknowledges that as a part of its investigation of the Property it assumes the risk of verifying any and all information in materials provided by Seller to Purchaser regarding the Property. Upon Closing, Purchaser shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Purchaser’s investigations, and Purchaser, upon Closing, except as otherwise expressly set forth in this Agreement, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character,

13

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 21 of 451615682871.5
known or unknown, which Purchaser might have asserted or alleged against Seller at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property. Nothing in this Section shall excuse Seller from maintaining the Property as required by this

Agreement, complying with its permit-transfer obligations, delivering the title and possession required by Articles V and X, or satisfying any other express condition to Purchaser’s obligation to close.

6.4 No Reliance on Seller. Purchaser is entering into this Agreement on the basis of Purchaser’s own independent evaluation and investigation, and Purchaser does not rely on any statement or representation by Seller or any of Seller’s representatives. Notwithstanding anything to the contrary, Seller is not making, and specifically disclaims, any representations, warranties or covenants of any kind or character, express or implied, with respect to the operational, environmental or physical condition of the Property, including, but not limited to, representations, warranties or covenants as to: (a) matters of title, zoning, permitted uses, tax consequences, physical or environmental conditions (including but not limited to Purchaser’s phase one environmental assessment), availability of access, ingress or egress, operating projections, valuations, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the operational, environmental or physical condition of the Property; (b) the value, condition, merchantability, marketability, profitability, suitability or fitness for a particular use or purpose of the Property; (c) the Property’s compliance or non-compliance with Environmental Laws applicable to the Property or the presence or absence of hazardous or toxic materials, wastes or substances on, at or under the Property or migrating to or from the Property; or (d) the manner, quality, state of repair or lack of repair of the Property.

6.5 Survival. The provisions of this Article VI shall survive Closing.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations and Warranties. Seller hereby makesthe following representations and warranties to Purchaser, upon which Seller acknowledges and agrees that Purchaser is entitled to rely:

7.1.1. Organization and Authority. Seller is a not-for-profit corporation, duly organized, validly existing, and in good standing under the laws of the State of Hawaii. Consistent with the Plan and the Confirmation Order, (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (collectively, the “Seller Documents”), and to perform the respective obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of each party comprising Seller of each of the Seller Documents, and the performance by each party comprising Seller of its obligations under each of the Seller Documents, has been (or as of Closing will be) duly and validly authorized by all necessary action by each party comprising Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the

14

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 22 of 451615682871.5
legal, valid and binding obligations of Seller enforceable against the Parties comprising Seller in accordance with their terms, except to the extent Purchaser is in default thereunder.

7.1.2. No Conflicting Agreements. The execution and delivery by Seller of, and the performance of and compliance by Seller with, the terms and provisions of this Agreement, do not (a) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, Seller’s by-laws, or any other agreement or instrument to which Seller is a Party or by which all or any part of the Property is bound, (b) violate any restriction, requirement, covenant or condition to which all or any part of the Property is bound, (c) constitute a violation of any applicable code, resolution, law, statute, regulation, ordinance or rule applicable to Seller or the Property, (d) constitute a violation of any judgment, decree or order applicable to Seller or specifically applicable to the Property, or (e) require the consent, waiver or approval of any third party.

7.1.3. Title. To the best of Seller’s knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property.

7.1.4. FIRPTA; HARPTA. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Code, as amended, or a “nonresident person” as that term is used in Section 235-68 of the Hawaii Revised Statutes, as amended, and the regulations relating thereto.

7.1.5. Condemnation Proceedings/Property Damage. To the best of Seller’s knowledge, there are no presently pending or, to the best of Seller’s knowledge, contemplated proceedings to condemn the Property or any part of it.

7.1.6. Option to Purchase. Seller has not granted any option or other right to purchase or otherwise acquire any portion of the Property, or any interest therein, to any party except Purchaser pursuant to this Agreement and there are no existing and outstanding agreements affecting or relating to the Property, including, but not limited to, agreements for the sale of the Property (or any portion thereof), option agreements, leases, licenses, or powers of attorney, to which the Seller is a party or by which the Seller or the Property is bound.

7.1.7. Environmental Matters.

(a) Purchaser has received the Phase I, which pertains to the environmental condition of, or any Hazardous Substance in, on, or under, the Property or concerning compliance by Seller with Environmental Laws.

(b) This Section 7.1.7 contains the sole and exclusive representations and warranties of Seller with respect to matters arising under Environmental Laws or any other environmental matters.

7.1.8. Anti-Terrorism. None of Seller’s property or interests is subject to being “blocked” under any Anti-Terrorism Laws and neither Seller nor any Person holding any direct or indirect interest in Seller is in violation of any Anti-Terrorism Laws. Neither Seller nor any of their affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents (collectively, a “Seller Party”) is, nor will they become: (a) a person or entity, or owned or controlled by a person

15

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 23 of 451615682871.5
or entity, with whom U.S. persons or entities are restricted from doing business, or with whom U.S. persons or entities may transact business only subject to the imposition of significant fines and penalties, under regulations of the Office of Foreign Asset Control (“OFAC”) of the U.S. Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order or other governmental action; (b) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the

International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the USA Patriot Act of 2001, Pub. L. No. 107-56, Executive Order 13224 (September 23, 2001), or any executive orders of the President issued pursuant to such statutes; or (c) controlled by the government of any country or person that is subject to an embargo by the U.S. government, including without limitation OFAC, that prohibits Purchaser from conducting the business activities contemplated by this Agreement with Seller. Seller (a) is in compliance with, (b) is not under investigation by any governmental authority; (c) has not been charged with, convicted of, or assessed civil or criminal

penalties; and (d) has not had any of its funds seized or forfeited in any action, for violation of any applicable anti-money laundering laws, including without limitation, the USA Patriot Act, the Bank Secrecy Act, 31 U.S.C. §5311 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §1 et seq., Executive Order 13224 (September 23, 2001), the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., and the sanction regulations promulgated pursuant thereto by OFAC, and laws relating to prevention and detection of money laundering in 18 U.S.C. §§ 1956-57.

7.1.9. Survival. All of the representations, warranties, and covenants made by Seller with regard to Environmental Matters contained in Section 7.1.7 survive Closing.

7.2 Purchaser Representations and Warranties. Purchaser hereby makes the following representations and warranties to Seller, upon which Purchaser acknowledges and agrees that Seller is entitled to rely.

7.2.1. Organization and Authorization. Purchaser has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution, delivery and performance of this Agreement and all documents contemplated hereby have been duly and validly authorized by all necessary action on the part of Purchaser and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, agreement or instrument to which Purchaser is a Party or otherwise bound.

7.2.2. Authority and Binding Obligation (i) Purchaser has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Purchaser pursuant to this Agreement (the “Purchaser Documents”), and to perform all obligations of Purchaser arising under each of the Purchaser Documents, (ii) the execution and delivery by the signer on behalf of Purchaser of each of the Purchaser Documents, and the performance by Purchaser of its obligations under each of the Purchaser Documents, has been duly and validly authorized by all necessary action by Purchaser, and (iii) each of the Purchaser Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its terms, except to the extent Seller is in default thereunder.

16

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 24 of 451615682871.5
7.2.3. No Conflicting Agreements. The execution, delivery and performance of this Agreement and all documents contemplated hereby by Purchaser have been duly and validly authorized by all necessary action on the part of Purchaser and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, agreement or instrument to which Purchaser is a Party or otherwise bound.

7.2.4. Sufficient Funds. Purchaser has, or at Closing will have, sufficient immediately available funds, whether from cash on hand, committed financing or other available sources, to pay the Purchase Price and all other amounts required to be paid by Purchaser at Closing and to consummate the Closing. Purchaser acknowledges that its obligations under this Agreement are not subject to any financing contingency, and Purchaser’s inability or failure to obtain financing shall not relieve Purchaser of its obligations to consummate the Closing in accordance with the terms of this Agreement.

7.2.6. No Violation of Anti-Terrorism Laws None of Purchaser’s property or interests is 7.2.6. subject to being “blocked” under any Anti-Terrorism Laws, and neither Purchaser 7.2.6. nor any Person holding any direct or indirect interest in Purchaser is in violation of 7.2.6. any Anti-Terrorism Laws. Neither Purchaser nor any of its affiliates, nor any of 7.2.6. their respective partners, members, shareholders or other equity owners, and none 7.2.6. of their respective employees, officers, directors, representatives or agents 7.2.6. (collectively, a “Purchaser Party”) is, nor will they become: (a) a person or entity, 7.2.6. or owned or controlled by a person or entity, with whom U.S. persons or entities 7.2.6. are restricted from doing business, or with whom U.S. persons or entities may 7.2.6. transact business only subject to the imposition of significant fines and penalties, 7.2.6. under regulations of the OFAC of the U.S. Department of Treasury (including those 7.2.6. named on OFAC’s Specially Designated and Blocked Persons List) or under any 7.2.6. statute, executive order or other governmental action; (b) designated by the 7.2.6. President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 7.2.6. 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the 7.2.6. USA Patriot Act of 2001, Pub. L. No. 107-56, Executive Order 13224 (September 7.2.6. 23, 2001), or any executive orders of the President issued pursuant to such statutes; 7.2.6. or (c) controlled by the government of any country or person that is subject to an 7.2.6. embargo by the U.S. government, including without limitation OFAC, that 7.2.6. prohibits Seller from conducting the business activities contemplated by this 7.2.6. Agreement with Purchaser. Patriot Act. Purchaser, including its Purchaser Parties,

(a) is in compliance with, (b) is not under investigation by any governmental authority; (c) has not been charged with, convicted of, or assessed civil or criminal penalties; and (d) has not had any of its funds seized or forfeited in any action, for violation of any applicable anti-money laundering laws, including without limitation, the USA Patriot Act, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Trading with the Enemy Act, 50 U.S.C. App. § 1 et seq., Executive Order 13224 (September 23, 2001), the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., and the sanction regulations promulgated pursuant thereto by OFAC, and laws relating to prevention and detection of money laundering in 18 U.S.C. §§ 1956-57.

7.2.7. Survival. All of the representations, warranties, and covenants made by Purchaser survive Closing.

17

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 25 of 451615682871.5
ARTICLE VIII
COVENANTS
8.1 Conduct of the Business.

8.1.1. Operation and Preservation of Property. From the Effective Date until Closing or earlier termination of this Agreement, Seller shall operate and maintain the Property in the ordinary course, maintain current insurance coverages, utilities and security, take commercially reasonable measures to prevent waste, and promptly notify Purchaser of any material casualty, code violation, governmental notice, permit issue, environmental event, material physical deterioration or other circumstance that could materially affect the Property or the Sale Transaction.

8.1.2. Contracts. From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall not, without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) or Bankruptcy Court Order, (i) amend, extend, renew or terminate any Leases, Executory Contracts or licenses and permits regarding the Property, except in the ordinary course of business or (ii) enter into any new Leases or Executory Contracts regarding the Property.

8.2 Tax Contests.

8.2.1. Taxable Period Terminating Prior to Closing Date. Seller shall retain the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings. Seller represents that it has not initiated any tax contest for a taxable period which includes the Closing Date and any periods thereafter.

8.3 Further Assurances. From the Effective Date until the Closing or earlier termination of this Agreement, Seller and Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction described in this Agreement, including, without limitation, (i) obtaining all necessary consents, approvals and authorizations required to be obtained from any Governmental Authority or other Person under this Agreement or Applicable Law, and (ii) effecting all registrations and filings required under this Agreement or Applicable Law. After the Closing, Seller and Purchaser shall use commercially reasonable efforts (at no cost or expense to such Party, other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) to further effect the transaction contemplated in this Agreement.

ARTICLE IX

CLOSING CONDITIONS
9.1 Mutual Closing Condition.

9.1.1. Satisfaction of Mutual Closing Condition. The respective obligations of Seller and Purchaser to close are subject to: (1) entry of the Sale Order as a Final Order in form and substance reasonably satisfactory to Purchaser; (2) entry of a final and unappealable judgment in the Section

18

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 26 of 451615682871.5
363(h) Proceeding authorizing Seller to sell and convey one hundred percent (100%) of the Property, including the interests of all Association Members and other co-owners whose interests are required to be conveyed or extinguished; (3) no stay, injunction or other order preventing Closing; and (4) the Sale Order and Section 363(h) Judgment, together with the conveyance documents, being sufficient for the Title Company to issue the Owner’s Title Policy required by Section 5.4.

9.1.2. Failure of Mutual Closing Condition. If the Mutual Closing Condition is not satisfied at Closing, then each Party shall have the right to terminate this Agreement by providing written notice to the other Party, in which case the Earnest Money Deposit shall be refunded to Purchaser, and the Parties shall have no further rights or obligations under this Agreement, except for those which expressly survive such termination.

9.2 Purchaser Closing Conditions.

9.2.1. Satisfaction of Purchaser Closing Conditions. In addition to the Mutual Closing Condition, Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser Closing Conditions”):

(a) Seller’s Deliveries. All of the Seller Closing Deliveries (as hereinafter defined) shall have been delivered to Purchaser or deposited with Escrow Agent to be held by Escrow Agent in escrow and to be delivered to Purchaser upon the consummation of the Closing.

(b) Representations and Warranties. The representations or warranties of Seller in this Agreement (as qualified by any schedules to this Agreement and any amendments or supplements to such schedules) shall be true and correct in all material respects as of the Closing (or as of such other date to which such representation or warranty expressly is made).

(c) Covenants and Obligations. The material covenants and material obligations of Seller in this Agreement shall have been performed in all material respects.

(d) Condition of Property. No uncured Material Casualty or Material Condemnation shall exist except as expressly accepted by Purchaser in writing or otherwise provided in this Agreement.

(e) Permits. All permits, licenses and governmental approvals required by Section 6.1.4 that are in effect and transferable shall be transferred to Purchaser at Closing, and Seller shall have completed all actions expressly required of it under Section 6.1.4.

(f) Title and Possession. Seller shall be able to deliver the title required by Article V and vacant possession of the Property at Closing, free of all tenants, hotel guests, timeshare users, holdover occupants and other possessory claims, except only for rights arising under Purchased Contracts expressly designated by Purchaser for assumption.

Failure of Purchaser Closing Condition. If any of the Purchaser Closing Conditions are not satisfied on the Closing Date (as the same may be extended, adjourned, or postponed by Seller or Purchasers to the extent they have the express right to do so under this Agreement), then Purchaser

19

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 27 of 451615682871.5
shall have the right (i) to terminate this Agreement by providing written notice to Seller, in which case the Earnest Money shall be refunded to Purchaser, and the Parties shall have no further recourse, rights, liabilities or obligations under this Agreement, except those which expressly survive such termination, or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing, without offset or deduction from the Purchase Price; provided, however, that any such waiver shall be made in writing by Purchaser. Nothing contained herein shall be deemed or construed to limit Purchaser’s rights under Section 12.1 hereof.

Seller Closing Conditions.

Satisfaction of Seller Closing Conditions. In addition to the Mutual Closing Condition, Seller’s obligations to close the transactions contemplated in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Seller Closing Conditions”):

Receipt of the Purchase Price. Purchaser shall have (A) deposited with Escrow Agent with written direction to disburse the same in accordance with the provisions of the Sale Order and/or other applicable Order, the Purchase Price (as adjusted pursuant to Section 3.1 hereof), and (B) delivered written direction to Escrow Agent to disburse the Earnest Money in accordance with the provisions of the Escrow Agreement and/or other applicable Order.

Purchaser’s Deliveries. All of the Purchaser Closing Deliveries (as hereinafter defined) shall have been delivered to Seller or deposited with Escrow Agent to be held by Escrow Agent in escrow and to be delivered to Seller at Closing.

Representations and Warranties. The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the Closing (or as of such other date to which such representation or warranty expressly is made).

Covenants and Obligations. The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects.

Failure of Seller Closing Condition. If any of the Seller Closing Conditions is not satisfied on the Closing Date, then Seller shall have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the Earnest Money shall be disbursed to Seller in accordance with Section 3.2.2 hereof, and the Parties shall have no further recourse, rights, liabilities or obligations under this Agreement, except those which expressly survive such termination, or (ii) waive any of the Seller Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in writing executed by Seller. Nothing contained herein shall be deemed or construed to limit Seller’s rights under Section 12.2 and/or 12.3 hereof.

ARTICLE X

CLOSING
Closing Date. Closing of the transaction described in this Agreement (the “Closing”) shall occur no later than fourteen (14) days after the later of (a) the entry of the Sale Order approving the transaction described in this Agreement, or (b) the entry of a final and unappealable order or judgment of the Bankruptcy Court in the Section 363(h) Proceeding authorizing Seller to sell the Association Interest jointly with the sale of the interests of all Association Members in the

20

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 28 of 451615682871.5
Property, or such other date as agreed to in writing between Seller and Purchaser (the date on which the Closing occurs is referred to herein as the “Closing Date”).

Closing Deliveries.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser or deposited with Escrow Agent in the Escrow Agent’s escrow account for Closing to be delivered to Purchaser at Closing, all of the (i) documents set forth in this Section 10.2.1, each of which shall have been duly executed by Seller and acknowledged (if required) and (ii) other items set forth in this Section 10.2.1 (the “Seller Closing Deliveries”), as follows:

(a) Deeds conveying the Property to Purchaser, subject to the Permitted Exceptions, to the extent applicable, respectively, to the Property (collectively, the “Deeds”);

(b) Title Documents. Such other documents and instruments, executed and properly acknowledged by Seller, if applicable, as Title Company may require from Seller in order to issue the title policy, including but not limited to affidavits of Title and limited liability company resolutions in a form reasonably acceptable to the Purchaser’s Title Company;

(c) A FIRPTA affidavit in the form set forth in the regulations under Section 1445 of the Code;

(d) A HARPTA affidavit in the form set forth in the regulations under Section 235-68 of the Hawaii Revised Statutes (Form N-289), as amended;

(e) A resolution of each party comprising Seller, signed by each party comprising Seller’s authorized representative, authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby;

(f) The Executory Contract Order;

(g) The Closing Statement;

(h) Any other document, affidavit, instrument, or agreement in such form and content as shall be reasonably acceptable to Seller that is reasonably requested by Purchaser or the Title Company to consummate the transaction described in this Agreement;

Purchaser’s Deliveries. At the Closing, Purchaser shall deliver or cause to be delivered to Seller or deposited with Escrow Agent in the Escrow Agent’s escrow account for Closing to be delivered to Seller all of the (i) documents set forth in this Section 10.2.2, each of which shall have been duly executed by Purchaser and acknowledged (if required), and (ii) other items set forth in this Section 10.2.2 (the “Purchaser Closing Deliveries”), as follows:

(a) The Purchase Price (as adjusted pursuant to this Agreement) to be paid by Purchaser;

(b) A letter of direction to Escrow Agent authorizing and directing Escrow Agent to disburse the Earnest Money to Seller or to such party or parties as Seller shall designate;

21

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 29 of 451615682871.5
(c) A counterpart of each of the documents and instruments to be delivered by Seller under Section 10.2 hereof which require execution by Purchaser;

(d) Such other documents and instruments as may be reasonably requested by Seller or the Title Company in order to consummate the transaction described in this Agreement;

(e) The Cure Amounts required under the Executory Contract Order; and

10.3 Possession. Seller shall deliver exclusive vacant possession of the entire Property to Purchaser upon completion of Closing, free of tenants, guests, timeshare users, holdover occupants and other possessory rights, except only those arising under Purchased Contracts expressly designated by Purchaser for assumption.

ARTICLE XI

PRORATIONS AND EXPENSES
11.1 Items to Be Prorated. The following shall be prorated between Seller and Purchaser as of as of 12:01 a.m. (Hawaii Standard Time) on the Closing Date with Purchaser being deemed the owner of the Property as of the Closing Date and with Purchaser receiving credit for or charged with the entire day of the Closing: real property taxes and assessments, and utilities (the “Prorations”). Except as hereinafter expressly provided, all prorations shall be done on the basis of the actual number of days in the year in which Closing occurs for the actual number of days elapsed to the Closing Date or the actual number of days in the month in which the Closing occurs and the actual number of days elapsed in such month to the Closing Date, as applicable. Any assessment for improvements completed prior to closing shall be Seller’s responsibility. Notwithstanding anything else set forth herein, in the event any unpaid utilities could become liens, then Seller shall obtain a final reading within three days prior to the Closing, failing which Seller shall escrow a reasonable amount with the title company.

11.2 Taxes. If Taxes for the year of Closing are not known or cannot be reasonably estimated, then Taxes will be prorated based on Taxes for the year 2025, which taxes, notwithstanding anything to the contrary contained in this Agreement, and when actual figures are available, an adjustment will be made after Closing, with appropriate credit to Seller or Purchaser as applicable. The provisions of this Section 11.2 will survive the Closing.

11.3 Closing Costs. Closing costs will be allocated between Seller and Purchaser and paid at Closing as follows:

COST RESPONSIBLE PARTY Costs of Seller’s delivery of the Property Information Seller

Costs of Purchaser’s investigation of the Land and Property and feasibility of acquiring the Property
Title Commitment or updates and other Title Company search fees, administrative fees and charges, including lis pendens filing

22

Purchaser Purchaser
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 30 of 451615682871.5

Premium for ALTA Title Policy Purchaser
ALTA Title Policy endorsement premiums for any additional endorsements desired by Purchaser

Purchaser
Any tax, municipal and utility lien searches and certificates Purchaser

Deed recording fees Purchaser Costs of the Survey Purchaser

Documentary stamp tax on the Deed, if applicable Seller (to the extent not prohibited by Section 1146(a)

of the Bankruptcy Code)

Closing Fee charged by Escrow Agent for conducting the Closing ½ Seller and ½ Purchaser

Seller’s Brokerage Commissions (subject to Bankruptcy Court approval)

Purchaser’s Brokerage Commissions

All other closing costs, expenses, charges and fees, including attorneys’ fees

ARTICLE XII

DEFAULT AND REMEDIES
Seller
Purchaser

The party incurring same

12.1 Seller Default. If, at the time of Closing, Seller fails to perform any material covenant or material obligation under this Agreement (a “Seller Default”) and no Purchaser Default has occurred that has prevented the satisfaction of the conditions to Purchaser’s obligation to close under Article IX, Purchaser, as its sole and exclusive remedy, may elect upon written notice to Seller to (a) provide notice of such Seller Default, and if Seller fails to remedy the Seller Default within fifteen (15) days thereafter, terminate this Agreement, in which event the Ernest Money Deposit shall be refunded to Purchaser, and the Parties shall have no further recourse, rights, liabilities or obligations under this Agreement, except those which expressly survive such termination; (b) proceed to Closing without offset or deduction to the Purchase Price; or (c) obtain a court order for specific performance.

12.2 Purchaser Default. If Purchaser fails to perform any of its material covenants or material obligations under this Agreement (a “Purchaser Default”) and no Seller Default has occurred which remains uncured, then Seller, as its sole and exclusive remedy, may elect to (a) terminate this Agreement by providing written notice to Purchaser, in which case the Earnest Money Deposit shall be disbursed to Seller in accordance with Section 3 hereof, and the Parties shall have no

23

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 31 of 451615682871.5
further recourse, rights, liabilities or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing pursuant to this Agreement.

12.3 LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH DEFAULT WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. ACCORDINGLY, THE PARTIES AGREE THAT SELLER SHALL RETAIN THE EARNEST MONEY DEPOSIT, FREE AND CLEAR OF ALL LIENS, CLAIMS AND INTEREST, AS A FAIR AND REASONABLE SUM AND AS A FAIR MEASURE OF DAMAGES, AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH PURCHASER DEFAULT. NOTWITHSTANDING THE FOREGOING, THE REMEDY OF LIQUIDATED DAMAGES SHALL NOT LIMIT, AND SHALL NOT BE DEEMED TO LIMIT, IN ANY WAY THE RIGHTS AND REMEDIES AVAILABLE TO SELLER WHICH SURVIVE TERMINATION OF THIS AGREEMENT

ARTICLE XIII

RISK OF LOSS
13.1 Casualty. If, at any time after the Effective Date and prior to Closing or earlier termination of this Agreement, the Property or any portion thereof is damaged or destroyed by fire or any other casualty (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty.

13.1.1. Material Casualty. If the amount of the repair or restoration of the Property required by a Casualty equals or exceeds ten percent (10%) of the Purchase Price, as estimated by Seller’s architect or engineer (a “Material Casualty”) then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of such estimate, to (a) terminate this Agreement, in which case the Earnest Money shall be refunded to Purchaser, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Property or the business. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

13.1.2. Non-Material Casualty. In the event of any Casualty which is not a Material Casualty, then Purchaser shall not have the right to terminate this Agreement, but shall proceed to Closing, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (1) the applicable insurance deductible under Seller’s applicable insurance policy, and (2) the reasonable estimated costs for the repair or restoration required by such Casualty, and (B) transfer and assign to Purchaser all of Seller’s right, title and

24

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 32 of 451615682871.5
interest in and to all proceeds from all casualty insurance policies maintained by Seller with respect to the Property.

13.2 Condemnation. If, at any time after the Effective Date and prior to Closing or the earlier termination of this Agreement, any Governmental Authority commences any condemnation proceeding or other proceeding in eminent domain with respect to all or any portion of the Property (a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser promptly after Seller receive notice of such Condemnation.

13.2.1. Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty-five percent (25%) of the fair market value of the Land or Improvements of the Property, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements of the Property, or (iii) have a permanent materially adverse effect on the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Earnest Money shall be refunded to Purchaser, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Material Condemnation. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

13.2.2. Non-Material Condemnation. In the event of any Condemnation other than a Material Condemnation, Purchaser shall not have the right to terminate this Agreement, but shall proceed to Closing, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation.

ARTICLE XIV

SURVIVAL
14.1 Survival. Except only as expressly set forth in this Section 14.1, all representations, warranties, covenants, liabilities and obligations shall be deemed (i) if the Closing occurs, to merge in the Deed and not survive the Closing, or (ii) if this Agreement is terminated, not to survive such termination.

14.1.1. Survival of Representations and Warranties. The payment of the Purchase Price by Purchaser and the delivery of the deed(s) by Seller to Purchaser shall be deemed to be a full performance and discharge of every representation and warranty on the part of Seller to be performed pursuant to the provisions of this Agreement, except for any representation or warranty

expressly stated to survive Closing.

14.1.2. Survival of Covenants and Obligations. If this Agreement is terminated, only those covenants and obligations to be performed by the Parties under this Agreement which expressly survive the termination of this Agreement shall survive such termination. If the Closing occurs,

25

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 33 of 451615682871.5
only those covenants and obligations to be performed by the Parties under this Agreement which expressly survive the Closing shall survive the Closing.

Survival of Indemnification. All rights and obligations of defense and indemnification as expressly set forth in this Agreement shall survive the Closing or termination of this Agreement.

14.1.4. Notwithstanding anything to the contrary contained herein, Articles II, VI, XII and XIV and Sections 3.2.2 7.1.7, 7.2, and 11.2 hereof shall survive the termination of this Agreement to the extent expressly applicable following termination.

ARTICLE XV

MISCELLANEOUS PROVISIONS
Notices.

Method of Delivery. All notices, requests, demands and other communications required to be provided by any Party under this Agreement (each, a “Notice”) shall be in writing and delivered, at the sending Party’s cost and expense, by (i) personal delivery, (ii) certified U.S. mail, with postage prepaid and return receipt requested, (iii) overnight courier service, or (iv) facsimile transmission, with a verification copy sent on the same day by any of the methods set forth in clauses (i), (ii) or (iii), to the recipient Party at the following address, facsimile number or e-mail address:

If to Seller:

With Required Copy to:

K&L Gates LLP

One Newark Center, 10th Fl.
1085 Raymond Blvd.
Newark, NJ 07102
Attention:
Daniel Eliades, Esq
Daniel.eliades@klgates.com
Jennifer Mazawey, Esq.
Jennifer.mazawey@klgates.com
Margaret Westbrook, Esq.
Margaret.Westbrook@klgates.com
Brian T. Peterson, Esq.
Brian.peterson@klgates.com
Zak V. Read, Esq.
Zak.Read@klgates.com
If to Purchaser:

26

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 34 of 451615682871.5
Garden Isle Dream LLC
800 Bethel Street, Suite 501
Honolulu, Hawaii 96813
Attn: Christine Camp
E-mail address: cc@avalonhi.com
With a copy to:

Pulice Nervell, ALC

700 Bishop Street, 21st Floor
Honolulu, Hawaii 96816
Attn: Bradley R. Pulice
E-mail address: bpulice@paclawteam.com
15.1.2. Receipt of Notices. All Notices sent by a Party (or its counsel pursuant to Section 15.1.4 hereof) under this Agreement shall be deemed to have been received by the Party to whom such Notice is sent upon (i) delivery to the address or facsimile number of the recipient Party, provided that such delivery is made prior to 5:00 p.m. [Eastern] on a Business Day, otherwise the following Business Day, or (ii) the attempted delivery of such Notice if (A) such recipient Party refuses delivery of such Notice, or (B) such recipient Party is no longer at such address or facsimile number, and such recipient Party failed to provide the sending Party with its current address or facsimile number pursuant to Section 15.1.3 hereof.

15.1.3. Change of Address. The Parties and their respective counsel shall have the right to change their respective address and/or facsimile number for the purposes of this Section 15.1 by providing a Notice of such change in address and/or facsimile number as required under this Section 15.1.

15.1.4. Delivery by Party’s Counsel. The Parties agree that the attorney for such Party shall have the authority to deliver Notices on such Party’s behalf to the other Party hereto.

15.2 No Recordation. No Party shall record this Agreement, or any memorandum of this Agreement, in any public records.

15.3 Time is of the Essence. Time is of the essence as to all dates and/ or times, as applicable, set forth in this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, if the time period for the performance of any covenant or obligation, satisfaction of any condition or delivery of any Notice or item required under this Agreement shall expire on a day other than a Business Day, such time period shall be extended automatically to the next Business Day.

15.4 Assignment. Assignment. Purchaser may, without Seller’s consent, designate any Affiliate of Purchaser as its nominee to receive title to the Property, or assign this Agreement to any such Affiliate, by written notice to Seller prior to Closing, provided that the assignment does not delay Closing, the assignee assumes Purchaser’s obligations hereunder, and no such assignment adversely affects Purchaser’s status as a Qualified Bidder or Successful Bidder under the Sale Procedures Order. Purchaser may also assign this Agreement to a qualified intermediary in connection with a Section 1031 exchange as provided in Section 3.6.

27

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 35 of 451615682871.5
15.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and permitted assigns.

15.6 Third Party Beneficiaries. This Agreement shall not confer any rights or remedies on any Person other than (i) the Parties and their respective successors and permitted assigns, and (ii) any indemnitee to the extent such indemnitee is expressly provided any right of defense or indemnification in this Agreement.

15.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF HAWAII, WITHOUT GIVING EFFECT TO ANY PRINCIPLES REGARDING CONFLICT OF LAWS.

15.8 Rules of Construction. The following rules shall apply to the construction and interpretation of this Agreement:

15.8.1. Singular words shall connote the plural as well as the singular, and plural words shall connote the singular as well as the plural, and the masculine shall include the feminine and the neuter, as the context may require.

15.8.2. All references in this Agreement to particular articles, sections, subsections or clauses (whether in upper or lower case) are references to articles, sections, subsections or clauses of this Agreement. All references in this Agreement to particular exhibits or schedules (whether in upper or lower case) are references to the exhibits and schedules attached to this Agreement, unless otherwise expressly stated or clearly apparent from the context of such reference.

15.8.3. The headings in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

15.8.4. Each Party and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement, and therefore any rules of construction requiring that ambiguities are to be resolved against the Party which drafted the Agreement or any exhibits hereto shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.

15.8.5. The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder” and any similar terms shall refer to this Agreement, and not solely to the provision in which such term is used.

15.8.6. The terms “include,” “including” and similar terms shall be construed as if followed by the phrase “without limitation.”

15.8.7. The term “sole discretion” with respect to any determination to be made a Party under this Agreement shall mean the sole and absolute discretion of such Party, without regard to any standard of reasonableness or other standard by which the determination of such Party might be challenged.

15.9 Severability. If any term or provision of this Agreement is held to be or rendered invalid or unenforceable at any time in any jurisdiction, such term or provision shall not affect the validity

28

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 36 of 451615682871.5
or enforceability of any other terms or provisions of this Agreement, or the validity or enforceability of such affected term or provision at any other time or in any other jurisdiction.

15.10 JURISDICTION AND VENUE. ANY LITIGATION OR OTHER COURT PROCEEDING WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL BE CONDUCTED IN THE BANKRUPTCY COURT AND SELLER (FOR ITSELF AND ALL SELLER INDEMNITEES) AND PURCHASER (FOR ITSELF AND ALL PURCHASER INDEMNITEES) HEREBY SUBMIT TO JURISDICTION AND CONSENT TO VENUE IN SUCH COURT AND WAIVE ANY DEFENSE BASED ON FORUM NON CONVENIENS.

15.11 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY WAIVE ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION OR OTHER COURT PROCEEDING WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING WAIVER IS MADE BY THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AND IS SUBJECT TO NO EXCEPTIONS.

15.12 Incorporation of Recitals, Exhibits and Schedules. The recitals to this Agreement, and all exhibits and schedules (as amended, modified and supplemented from time to time pursuant to Section 15.14 hereof) referred to in this Agreement are incorporated herein by such reference and made a part of this Agreement. Any matter disclosed in any schedule to this Agreement shall be deemed to be incorporated in all other schedules to this Agreement.

15.13 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the Parties hereto and shall supersede any other agreements and understandings (written or oral) between the Parties on or prior to the Effective Date with respect to the transaction described in this Agreement.

15.14 Amendments, Waivers and Termination of Agreement. No amendment or modification to any terms or provisions of this Agreement, waiver of any covenant, obligation, breach or default under this Agreement or termination of this Agreement (other than as expressly provided in this Agreement), shall be valid unless in writing and executed and delivered by each of the Parties.

15.15 Not an Offer. The delivery by Seller of this Agreement executed by Seller shall not constitute an offer to sell the Property, and Seller shall have no obligation to sell the Property to Purchaser, unless and until all Parties have executed and delivered this Agreement to all other Parties.

15.16 Execution of Agreement. A Party may deliver executed signature pages to this Agreement by facsimile or electronic transmission to any other Party, which facsimile or electronic copy shall be deemed to be an original executed signature page. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties had signed the same signature page.

15.17 Substantial Contribution. Purchaser hereby waives any right it may have to pursue a substantial contribution claim in the Bankruptcy Case pursuant to 11 U.S.C. §503.

29

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 37 of 451615682871.5
15.18 Real Estate Commission. Seller and Purchaser acknowledge that Hilco Real Estate LLC represents Seller and that Purchaser is represented by Robby Kelley of Avalon Commercial LLC. Purchaser shall pay Avalon Commercial LLC a commission equal to two percent (2%) of the Purchase Price at Closing. Seller shall be responsible for any commission payable to Hilco. Each Party shall indemnify the other from claims for brokerage compensation arising solely from that Party’s dealings with any broker other than the brokers identified in this Section.

15.19 FinCEN Residential Real Estate Reporting Compliance. If this transaction constitutes a reportable transfer under 31 C.F.R. 1031.320 and related FinCEN guidance, the Parties shall reasonably cooperate in good faith to provide, prior to Closing and thereafter as reasonably requested, all information, certifications, and documentation required for the timely and accurate filing of any required real estate report. The Parties acknowledge that one reporting person must file the required report for a reportable transfer, and the parties shall cooperate with such reporting person in connection therewith. Each party represents that information supplied by or on its behalf for such filing will be true, correct, and complete to the best of such party’s knowledge, and shall promptly notify the reporting person of any discovered inaccuracy or new information relevant to the filing.

[Remainder of page intentionally left blank;

Signatures on following pages]
30

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 38 of 451615682871.5
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed and delivered in its name by a duly authorized officer or representative.

SELLER:

ASSOCIATION OF APARTMENT
OWNERS OF KAUAI BEACH VILLAS
By:____________________________________

Name:

Title:
PURCHASER:

By:____________________________________

Name:

Title:
U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 39 of 451615682871.5

EXHIBIT A
A-1

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 40 of 451615682871.5
EXHIBIT B
LEASES2

2 [Note: To be completed per Bid of Purchaser]

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 41 of 45B-1

EXHIBIT C
FORM OF EARNEST MONEY ESCROW AGREEMENT

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 42 of 45C-1

EXHIBIT D
ENVIRONMENTAL DOCUMENTS3

Phase I Environmental Site Assessment prepared by Partner Engineering & Science, Inc., dated March 27, 2026 (the “Phase I”)

3 [Note: To be completed per Bid of Purchaser]

D-1

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 43 of 451615682871.5
EXHIBIT E
ALLOCATION OF PURCHASE PRICE

[TO BE INSERTED]

Exhibit E

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 44 of 451615682871.5
LIST OF SCHEDULES4
Schedule 1 Executory Contracts

Schedule 2 Unexpired Leases

4 [Note: Schedules to be prepared per Bid of Purchaser]

Schedules-0

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-1 Filed 09/01/26 Page 45 of 451615682871.5
In re

IN THE UNITED STATE BANKRUPTCY COURT FOR THE DISTRICT OF HAWAII
Case No. 25-01103

Association of Apartment Owners of Kauai Beach Villas,
Debtor and Debtor in possession

(Chapter 11) (Subchapter V)
DECLARATION OF LARRY D. WARNER

IN SUPPORT OF DEBTOR’S MOTION FOR ENTRY OF AN ORDER (I) APPROVING DEBTOR’S DESIGNATION OF A STALKING HORSE BIDDER, (II) APPROVING STALKING HORSE BID PROTECTIONS

Larry D. Warner, of full age, hereby certifies and declares pursuant to Title 28 of the United States Code, Section 1746, as follows:

1. I am the President of the Board of Directors of the Apartment Owners of Kauai Beach Villas (the “Debtor” or “Association”) and have served in that capacity since 2021.

2. I make this declaration (this “Declaration”) based on my personal knowledge, a review of documents publicly filed, and/or information available through counsel, agents and/or representatives of the Association.

3. If called upon to testify, I could and would testify competently to the facts set forth in this Declaration.

4. I submit this Declaration in support of the Debtor’s Motion for Entry of an Order (I) Approving Debtor’s Designation of a Stalking Horse Bidder, (II) Approving Stalking Horse Bid Protections, and (III) Granting Related Relief

1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-2 Filed 09/01/26 Page 1 of 2
(the “Motion”) filed herewith. Terms used in this Declaration that are not defined shall have the meanings given them in the Motion

5. The statements in the Motion are true and correct to the best of my information and belief and reflect my understanding and knowledge of the matters and issues regarding this Chapter 11 case.

6. Attached to the Motion as Exhibit B is a true and correct copy of the proposed Stalking Horse Agreement in substantially final form. 7. To date, the Stalking Horse Purchaser is the only party that has submitted an offer to acquire the Property. I understand that the proposed Bid Protections, including Breakup Fee constitute material inducements for the Stalking Horse Purchaser to serve as the “stalking horse” bidder for the Property. 8. Under the circumstances of this case, a prolonged sale process would be detrimental to the estate due to the condition of the Property and the lack of revenue. I believe that the proposed Bid Protections are in the best interest of the estate.

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct

Dated: September 1, 2026 /s/ Larry D. Warner

Larry D. Warner
1615699912.5

U.S. Bankruptcy Court - Hawaii #25-01103 Dkt # 212-2 Filed 09/01/26 Page 2 of 2

 

[DeniseM]

A very quick scan reveals a "Stalking Horse" bid of 9 million by Garden Isle Dream, LLC, and no other bidders yet.

However, I'm not an attorney and I don't play one on TV, so hopefully we will get some input from some of TUGs great legal minds!

Google search:

Christine Camp serves as the President and CEO of Garden Isle Dream, LLC. [1]
Key details regarding the entity and its representatives include:

• • Principal / Authorizing Officer: Christine Camp (President & CEO). She is also well known as the President and CEO of Avalon Development Company in Hawaii. [1]
  • Registered Address: 800 Bethel Street, Suite 501, Honolulu, Hawaii 96813. [1]
  • Associated Personnel: Alan Texeira has actively registered as a lobbyist representing Garden Isle Dream, LLC for real estate matters on Kauai, including land use entitlements, zoning, and community plan amendments. []
• Avalon Group / Avalon Development Company (Hawaiʻi)
  If you are referring to the prominent, vertically integrated real estate development and services firm operating in Hawaiʻi, the core executive team includes: [1]
  • • Christine Camp: Founder, President, and CEO. She established the company in 1999.
    • Laurie Ann Chan: Executive Vice President and Chief Administrative Officer. She handles internal operations and is designated as one of the company's successors.
    • Ben Dookchitra: Chief Financial Officer and Chief Investment Officer. [1, 2, 3, 4, 5, 6]
• 
  

 

[billymach4]

[Deleted: No offense, but "stalking horse" has been thoroughly hashed out in another thread, and I started a new thread to get away from the argumentative discussion.]

 

[davidvel]

I have no knowledge of Hawaii land values, but only $9M for that property? I'd think there would be a lot of bidders, but admittedly have no idea.

 

[bizaro86]

I have no knowledge of Hawaii land values, but only $9M for that property? I'd think there would be a lot of bidders, but admittedly have no idea.

I think 150 condos that weren't in disrepair, OR a piece of land where you could be assured planning permission to build 150 condos would both be worth way more than that.

But the apartments are in pretty poor condition and the county is pretty anti-development. How much should it be worth if you can't use what's there and can't rebuild?

 

[DeniseM]

Due to shoddy construction, all the buildings needed to be completely torn down, so the value of the buildings is a negative number, because it will be costly to tear them down and remove them.

 

[amycurl]

It does seem like $9M is petty low. Maybe a conservation group will purchase it, tear down the buildings, and make it available for public use/access? A girl can dream, lol….

 

[DeniseM]

The starting bid is from a big developer.

 

[davidvel]

Obviously it is a tear down. Someone bidding almost $10M thinks they can get entitlements.

An oceanfront property of that size would command many multiples of this in San Diego, even with the demo costs. A new home tract in Encinitas on a smaller footprint, not even on the water, is going to gross over $350 million and is sold out. I get that such a development would never be approved there, but even a fraction would be a huge win for a developer.

Maybe the markets are not comparable.

 

[CO skier]

I have no knowledge of Hawaii land values, but only $9M for that property? I'd think there would be a lot of bidders, but admittedly have no idea.

The first deadline to become a stalking horse bidder was May 15, 2026 and the deadline for a bidder of any sort a couple weeks later.

September 2, 2026 is the third extension of the bid process to find a stalking horse bidder.

 

[CO skier]

Maybe the markets are not comparable.

The spectre of another Coco Palms probably casts a pall over this auction.


Associated Personnel: Alan Texeira has actively registered as a lobbyist representing Garden Isle Dream, LLC for real estate matters on Kauai, including land use entitlements, zoning, and community plan amendments.

Maybe someone has some connections or "inside information."

 

[bnoble]

Even if I net a couple hundred from this, it will be significantly more than what it would have otherwise cost me to get rid of it, even setting aside the resort's closure. I adopted my week from someone who paid for all transfer costs plus the first year of use.

 

[tango]

$9mil, what’s the divisor?

 

[sponger76]

$9mil, what’s the divisor?

That part's probably going to be interesting, because you have to factor in the whole-unit ownerships in addition to the timeshare deeds. My wild guess is a whole owner gets 52x more of the proceeds than a week owner for a unit of the same size. And of course that distribution is after all legal fees and other costs of selling and closing out the resort are deducted from the sale price plus remaining (if any) HOA funds.

 

[davidvel]

$9mil, what’s the divisor?

Somewhere around 7750?

 

[bnoble]

$9mil, what’s the divisor?

150 units, not all the same size. But roughly $60K per unit, before expenses but also before adding in any leftover reserves etc. Divide by another 51 for each timeshare interval.

For a teardown on Kauai in what is a very out-of-the-way shoreline spot, fine. I'd be a lot less happy as a whole owner, but those folks were screwed no matter what.

 

[CO skier]

Before anyone gets excited about the stalking horse bid, there is some fine print that allows the withdrawal of the bid

"Moreover, the Stalking Horse Bidder is unwilling to commit to holding open its offer to purchase the Property unless the U.S. Bankruptcy Court approves the Stalking Horse Protections. Thus, absent entry of an order approving the Stalking Horse Protections, the Debtor may lose the opportunity to obtain the highest and best offer (ed. and only offer?) it has received to date for the Property."

 

[youppi]

as per Google Gemini:
For the roughly 7,000 individual fractional interval owners of the Kauai Beach Villas (KBV) timeshare association, a cash payout from the upcoming bankruptcy liquidation sale is highly unlikely, and your timeshare ownership has been effectively terminated.
Because the property is being sold to a single buyer "free and clear" of all timeshare interests, your fractional deed is being wiped out. [1]
The financial reality of the payout process breaks down into a clear order of priorities:

Why Timeshare Owners are Unlikely to See Cash
In a corporate liquidation bankruptcy, funds from the property sale must follow an absolute, legal priority list. Money moves from the top down, and unfortunately, timeshare interval owners sit at the very bottom:

1. Secured Creditors: The Bank of Hawaii must be paid first to clear its active lien. [1]
2. Administrative & Bankruptcy Fees: The massive costs of bankruptcy attorneys, trustees, and the marketing firms handling the property sale must be paid next. The debtor's legal team has explicitly noted that mounting court and case fees are heavily “eroding the recoveries” that could have trickled down to equity holders. []
3. Unsecured Claims: General operational debts and vendor invoices take precedence over owners.
4. Equity Holders (Timeshare Interval Owners): Individual interval owners are classified as equity/residual holders. You only receive a pro-rata payout if there is cash left over after all of the above tiers are paid completely. Because the property requires over $70 million in structural repairs, the final sale price is expected to be deeply discounted, likely leaving no residual funds for the thousands of fractional owners. [, 2]

 

[bnoble]

The probabilistic plagiarism machine might be right. Or it might not.

 

[davidvel]

as per Google Gemini:
For the roughly 7,000 individual fractional interval owners of the Kauai Beach Villas (KBV) timeshare association, a cash payout from the upcoming bankruptcy liquidation sale is highly unlikely, and your timeshare ownership has been effectively terminated.
Because the property is being sold to a single buyer "free and clear" of all timeshare interests, your fractional deed is being wiped out. [1]
The financial reality of the payout process breaks down into a clear order of priorities:

Why Timeshare Owners are Unlikely to See Cash
In a corporate liquidation bankruptcy, funds from the property sale must follow an absolute, legal priority list. Money moves from the top down, and unfortunately, timeshare interval owners sit at the very bottom:

1. Secured Creditors: The Bank of Hawaii must be paid first to clear its active lien. [1]
2. Administrative & Bankruptcy Fees: The massive costs of bankruptcy attorneys, trustees, and the marketing firms handling the property sale must be paid next. The debtor's legal team has explicitly noted that mounting court and case fees are heavily “eroding the recoveries” that could have trickled down to equity holders. []
3. Unsecured Claims: General operational debts and vendor invoices take precedence over owners.
4. Equity Holders (Timeshare Interval Owners): Individual interval owners are classified as equity/residual holders. You only receive a pro-rata payout if there is cash left over after all of the above tiers are paid completely. Because the property requires over $70 million in structural repairs, the final sale price is expected to be deeply discounted, likely leaving no residual funds for the thousands of fractional owners. [, 2]

According to Gemini, there is at least $9 million in debts owed by the HOA. Not sure where it is getting that.