UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)       Based on 1,792,613 shares outstanding as of November 13, 2018 according to the Kaanapali Land, LLC’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the limited liability company interests (the “Common Shares”) of Kaanapali Land, LLC, a Delaware limited liability company (the “Company”). The address of the Company’s principal executive offices is:

Kaanapali Land, LLC

900 North Michigan Avenue

Chicago, Illinois 60611

Item 2. Identity and Background

(a) – (c) and (f). JMB Realty Corporation (“JMB”) is a Delaware corporation. The executive office of JMB is 900 North Michigan Avenue, Chicago, Il 60611.

The names, citizenship, business addresses, present principal occupation or employment and the name and the principal business address of any corporation or other organization in which such employment is conducted of the directors and executive officers of JMB are as set forth on Appendix A attached hereto, and are incorporated herein by reference.

(d) and (e)

During the last five years, neither JMB, nor to the best of its knowledge, any person listed on Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

As of December 17, 2018, the Reporting Person ceased to be the beneficial owner of more than 5% of the Common Shares. As the Reporting Person now owns less than 5% of the Common Shares, this will be the final Schedule 13D amendment filing until such time, if any, as the Reporting Person exceeds the 5% ownership threshold.

On December 17, 2018, JMB entered into the following transactions:

(i) the Purchase and Sale Agreement for Kaanapali Shares (the “EB Trust Purchase Agreement”) with Rigel Barber Children’s Trust FBO Emma L. Barber (“EB Trust”), pursuant to which JMB sold 16,584.39 Common Shares to EB Trust at a price of $32 per share for a total sales price of $530,700.48 and in connection therewith EB Trust entered into a promissory note with JMB with an original principal amount of $398,025.36 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “EB Trust Security Agreement”), by and between EB Trust and JMB;

(ii) the Purchase and Sale Agreement for Kaanapali Shares (the “MB Trust Purchase Agreement”) with Rigel Barber Children’s Trust FBO Matthew D. Barber (“MB Trust”), pursuant to which JMB sold 16,584.39 Common Shares to MB Trust at a price of $32 per share for a total sales price of $530,700.48, and in connection therewith MB Trust entered into a promissory note with JMB with an original principal amount of $398,025.36 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “MB Trust Security Agreement”), by and between MB Trust and JMB;

(iii) the Purchase and Sale Agreement for Kaanapali Shares (the “Helland Purchase Agreement”) with Richard Helland (“Helland”), pursuant to which JMB sold 6,250 Common Shares to Helland at a price of $32 per share for a total sales price of $200,000 and in connection therewith Helland entered into a promissory note with JMB with an original principal amount of $180,000 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “Helland Security Agreement”), by and between Helland and JMB; and

(iv) the Purchase and Sale Agreement for Kaanapali Shares (the “Howley Purchase Agreement”) with John Howley (“Howley”), pursuant to which JMB sold 6,250 Common Shares to Howley at a price of $32 per share for a total sales price of $200,000 and in connection therewith Howley entered into a promissory note with JMB with an original principal amount of $180,000 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “Howley Security Agreement”), by and between Howley and JMB.

The transactions described in the foregoing clauses (i)-(iv) are collectively referred to herein as the “Sales.”

The foregoing description of the terms and conditions of the EB Trust Purchase Agreement, the EB Trust Security Agreement, the MB Trust Purchase Agreement, the MB Trust Security Agreement, the Helland Purchase Agreement, the Helland Security Agreement, the Howley Purchase Agreement and the Howley Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which is attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8, respectively, and each is incorporated herein by reference.

Other than as described in this Statement, JMB does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) and (b) As of December 17, 2018, following the Sales JMB beneficially owned 72,428.78 Common Shares. This represents approximately 4.0% of the outstanding Common Shares. JMB has the sole power to vote or dispose of those Common Shares. JMB does not own any other Common Shares. Except as set forth on Appendix A attached hereto, none of the persons whose names are listed on Appendix A beneficially owns any Common Shares.

(c) The foregoing descriptions of the Sales in Item 4 are incorporated by reference herein. On October 12, 2018, JMB sold 17,920 Common Shares pursuant to an ordinary brokerage transaction. Except as described in this Item 5, JMB and the applicable parties to the Sales have not engaged in any transaction during the past 60 days in any Common Shares.

(d) Not applicable.

(e) As of December 17, 2018, JMB ceased to be the beneficial owner of more than 5% of the Common Shares. As JMB now owns less than 5% of the Common Shares, this will be the final Schedule 13D amendment filing until such time, if any, as JMB exceeds the 5% ownership threshold.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The foregoing descriptions of the Sales in Item 4 are incorporated by reference herein.

Except for the Sales and the contracts, agreements and arrangements entered in connection therewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of JMB or any person whose names are listed on Appendix A and any other person with respect to the securities of the Company, including but not limited to transfer or voting of any of the securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: December 20, 2018

APPENDIX A

INFORMATION CONCERNING THE OFFICERS AND DIRECTORS OF JMB

The following table set forth the name, present principal occupation or employment and the name and principal business address of the organization in which the employment is conducted and material occupations, positions, offices or employment for the past five years and the name, principal business and address of the organization in which the employment is conducted for each member of the board of directors of JMB and for each of its executive officers. Each person listed below is a citizen of the United States. The business address of each such director or executive officer is c/o JMB Realty Corporation, 900 North Michigan Avenue, Chicago, IL 60611.

(1) During the last five years, all of the directors and executive officers of JMB have held the principal occupation indicated opposite their names, except as otherwise indicated.

(2) Represents shares held by Lamb Partners. Lamb, LLC, as a partner with an approximate 98.9% equity interest in Lamb Partners, may also be deemed to have beneficial ownership of the shares of the Common Shares owned by Lamb Partners. Mr. Bluhm, as a managing member of Lamb, LLC, may be deemed to have beneficial ownership of the shares held by Lamb Partners and disclaims beneficial ownership with respect to any of the shares owned by Lamb Partners, except to the extent of his pecuniary interest.

(3) PTH holds 1,369,840.910 Common Shares. The sole managing member of PTH, Pacific Trail Holdings, Inc. (“PTHI”), may be deemed to beneficially own the Shares owned by PTH. PTHI disclaims beneficial ownership with respect to any of the shares owned by PTH. Each of the shareholders of PTHI may be deemed to own the Common Shares owned by PTH. Messrs. Lovelette and Nickele are stockholders of PTHI and disclaim beneficial ownership with respect to any of the shares owned by PTH.

Exhibit 99.1

PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES

This PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES (this “Agreement”) is made by and between JMB Realty Corporation, a Delaware corporation (the “Seller”) and Rigel Barber Children’s Trust FBO Emma L. Barber (the “Buyer”) and is entered into as of the 17^th day of December, 2018. The Seller and Buyer are also referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Seller owns Sixteen Thousand Five Hundred Eighty Four and Thirty-Nine One Hundredths shares (16,584.39) “Shares,” as such term is defined in the Amended and Restated Limited Liability Company Agreement, dated as of November 14, 2012, of Kaanapali Land, LLC, a Delaware limited liability company (the “Company”), and desires to sell such Shares to the Buyer (such Shares transferred hereby being the “Assigned Shares”); and

WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Assigned Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Assigned Shares.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Agreement to Sell and Purchase the Assigned Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to irrevocably transfer and convey the Assigned Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of $530,700.48 or $32 per share, for the Assigned Shares at the Closing (as defined below).

2. Closing. The closing of the purchase and sale of the Assigned Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties and shall be effective as of the date first noted above. Simultaneously herewith or shortly after the Closing, the Buyer will deliver payment of the purchase price in the form provided below and the Seller will direct the Company’s transfer agent (the “Transfer Agent) to register such Assigned Shares in Buyer’s name, effective as of the Closing.

3. Purchase Price. The purchase price shall be paid by Buyer at or shortly after the Closing with Buyer paying twenty-five percent (25%) of the aggregate purchase price in cash and delivering a fully executed Promissory Note in the form attached hereto for the remaining seventy-five percent (75%) of the aggregate purchase price.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:

5. Representations and Warranties of Buyer. The Buyer represents and warrants to the Seller as follows:

6. Miscellaneous.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date set forth above.

BUYER

RIGEL BARBER CHILDREN’S TRUST

FBO EMMA L. BARBER

By: /s/ Emma L. Barber

      Emma L. Barber, Trustee

SELLER:

JMB Realty Corporation,

a Delaware corporation

By: /s/ Gary Nickele

      Gary Nickele

      Executive Vice President

3

Exhibit 99.2

SECURITY AGREEMENT

THIS AGREEMENT is made as of the 17^th day of December, 2018, by and between Rigel Barber Children’s Trust FBO Emma L. Barber (“Borrower”) and JMB Realty Corporation (“JMB”), and joined in by Kaanapali Land, LLC, a Delaware limited liability company (“KLC”).

W I T N E S S E T H :

WHEREAS, Borrower is indebted to JMB pursuant to that certain Promissory Note, dated as of the date hereof, made by Borrower in favor of JMB, in the original principal amount of $398,025.36 (the “Note”); and,

WHEREAS, in order to secure the payment and performance by Borrower of his obligations under the Note, Borrower wishes to grant JMB a security interest in certain Collateral (as defined below).

NOW THEREFORE, in consideration and as a condition of the loan made by JMB as evidenced by the Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto agree as follows:

1.       Security for Note; Pledge of Limited Liability Interest. Borrower hereby agrees that, as security for the payment of all obligations of Borrower to JMB with respect to and under the Note, whether now or hereafter existing (collectively, the “Obligations”), JMB shall have, and Borrower hereby grants to and creates in favor of JMB, a security interest in, and pledges to JMB, all of Borrower’s right title and interest in and to Borrower’s limited liability company interest (the “Limited Liability Interest”) in KLC and all distributions and payments from time to time received on account of such Limited Liability Interest, whether in cash, securities, instruments or other property, and all proceeds from the sale or disposition of the Limited Liability Interest (all of the foregoing being collectively referred to herein as the “Collateral”). The Limited Liability Interest on the date hereof consists of 16,584.39 Common Shares of KLC.

2.       Control of the Limited Liability Interest by JMB; Joinder By Kaanapali. KLC hereby joins in this Agreement for the sole purpose of acknowledging the pledge and security interest in the Collateral in accordance with the terms hereof, and to take such further action as may be required under this Section 2. KLC shall also note the existence of JMB’s lien on the Limited Liability Interest in the appropriate books and records of KLC, including, without limitation, KLC’s Limited Liability Interest transfer records. KLC further agrees to execute and deliver such other documents or instruments as are reasonably requested by JMB to evidence or perfect JMB’s lien in the Limited Liability Interest. KLC agrees that, so long as the Obligations have not been satisfied in full, Borrower’s Limited Liability Interest in KLC shall be deemed to be a “security” solely for the purposes relating to the granting and perfection of security interests in uncertificated securities set forth in and subject to Articles 8 and 9 of the Uniform Commercial Code of the jurisdiction governing the granting and perfection of such security interests. Upon the satisfaction in full of the Obligations, JMB agrees to execute and deliver such documents or instruments as are reasonably requested by Borrower or KLC to evidence the release of JMB’s lien on the Limited Liability Interest. In the event of the release of such lien by JMB, KLC’s

duties under this Agreement shall terminate. Upon and after any default by Borrower under the Note, which default is not cured by Borrower within 15 days after written notice from JMB thereof, and while such default remains uncured, JMB shall have the absolute and unconditional right, without any rights in Borrower whatsoever, to immediately realize on its security interest in the Collateral, with or without notice to Borrower, by directing KLC in writing to effect the transfer of the Limited Liability Interest to JMB or its designee. In the event KLC receives such written direction from JMB, KLC shall promptly without and unconditionally reissue the Limited Liability Interest in such manner as JMB shall have directed. In addition, until such time as JMB notifies KLC that this Note has been paid in full, KLC shall pay any distributions made on account of the Limited Liability Interest directly to JMB on behalf of Borrower as a prepayment as required under paragraph 2 of the Note and Section 3 below. JMB hereby accepts the pledge of the Limited Liability Interest by Borrower and agrees that such pledge shall be subject to the applicable provisions of the Limited Liability Company Agreement of Kaanapali Land, LLC (as amended, the “Limited Liability Agreement”), including, without limitation, the provisions thereof concerning the admission of new unit holders to KLC.

3.       Rights of Borrower in Collateral If No Default is Outstanding. So long as there exists no default hereunder or under the Note, Borrower shall be entitled to exercise any and all voting rights pertaining to the Collateral for any purpose not inconsistent with the terms of this Agreement, the Note or the Limited Liability Agreement; provided, however, that all net proceeds of the Collateral shall paid to JMB to the extent required under paragraph 2 of the Note. Notwithstanding the foregoing, the Borrower shall have no right to pledge, encumber or otherwise create any lien rights or security interests in the Collateral for the benefit of any third parties and any such pledges, encumbrances, liens or security interests shall be void and without any force or effect. Any Transfer (as defined in the Limited Liability Agreement) of the Limited Liability Interest or any interest therein that is permitted hereunder and under the terms of the Limited Liability Agreement, shall be subject to the terms of this Agreement and the security interest granted hereby, whether or not any written instrument of transfer expressly states that such Transfer is made subject hereto.

4.       Further Assurances. Borrower agrees that at any time and from time to time Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that JMB may reasonably request, in order to further perfect and protect any security interest or pledge granted or purported to be granted by Borrower herein or to enable JMB to exercise and enforce its rights and remedies hereunder.

5.       Disposition of Collateral.

(a)       To the fullest extent permitted by applicable law, Borrower hereby waives the right to object to the manner or sufficiency of advertising or solicitation of bids in connection with any sales or other disposition of the Collateral. Any sale by JMB not effected by directing transfer of the Limited Liability Interest under Section 2 above may be made at any broker’s board or public or private sale for cash or credit, and for present or future delivery. At any such disposition of Collateral, JMB may, to the extent permissible under applicable law, purchase the whole or any part of any Collateral sold, or may sell or dispose of the Collateral to any other person, free from any and all claims of Borrower or of any other person claiming by, through, or under Borrower.

(b)       If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, at the address appearing on the record books of JMB, or to such other address as Borrower may designate to the Secretary of JMB.

(c)       Borrower hereby agrees to pay any and all expenses incurred by JMB in retaking, holding, preparing for sale, selling and the like with regard to the Collateral, including, without limitation, attorneys’ fees incurred by JMB in connection therewith. Any proceeds of any Collateral, or of the disposition by JMB of any of the Collateral, may be applied by JMB to the payment of expenses in connection with the Collateral, including attorneys’ fees and legal expenses, and any balance of such proceeds may be applied by JMB toward the payment of such of the Obligations, and in such order of application, as JMB may from time to time elect.

6.       Termination. This Agreement shall continue in full force and effect until, and shall terminate and be of no further force or effect as of, the date upon which the Note is satisfied in full and canceled. Notwithstanding the termination of this Agreement, the Limited Liability Agreement shall continue in full force and effect in accordance with its terms.

7.       Exclusivity of Remedies. No right or remedy conferred herein is intended to be exclusive of any other right or remedy, but every such right or remedy shall be cumulative and shall be in addition to every other right or remedy herein conferred, or conferred upon JMB by any other agreement or instrument or security, or now or hereafter existing at law or in equity or by statute.

8.       Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall, if possible, be reformed to the extent necessary to conform with applicable law or shall be ineffective to the extent or such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.       Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws (and not the laws of conflict) of the State of Illinois, without regard to the state of residence or domicile of Borrower.

10.       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

11.       Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the Assignor, the Assignee, and their respective legal representatives, heirs, administrators, executors, successors and assigns. No person or entity shall in any respect be deemed to be a third party beneficiary with respect to this Agreement.

12.       Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any provision hereof.

13.       Complete Agreement. This Agreement, together with the Note and the other documents specifically referenced herein, embodies the complete agreement and understanding between JMB and Borrower with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to such subject matter in any way.

14.       Amendment. No amendment or waiver of any provision of this Agreement or consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by JMB.

15.       Non-recourse. Notwithstanding anything in this Agreement to the contrary, Borrower shall have no personal liability whatsoever under this Agreement, except to the extent that Borrower commits fraud concerning, or otherwise encumbers or disposes of the Collateral, or any portion thereof, in violation of the terms of this Agreement (in which case, JMB shall be entitled to pursue a claim for damages on account thereof, plus reasonable attorneys’ fees and court costs in the pursuit and collection thereof. In the event of any other default hereunder or under the terms of the Note, JMB’s sole recourse shall be to the Collateral for the satisfaction of any judgment against, or liability of, Borrower hereunder.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

JMB:

JMB REALTY CORPORATION,

a Delaware corporation

By: /s/ Gary Nickele

Its: Executive Vice President

BORROWER:

RIGEL BARBER CHILDREN’S TRUST

FBO EMMA L. BARBER

By: /s/ Emma L. Barber

     Emma L. Barber, Trustee

Joinder for purposes of Section 2:

KAANAPALI LAND, LLC,

a Delaware limited liability company

By: /s/ Gary Nickele

Its: President

4

Exhibit 99.3

PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES

This PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES (this “Agreement”) is made by and between JMB Realty Corporation, a Delaware corporation (the “Seller”) and Rigel Barber Children’s Trust FBO Matthew D. Barber (the “Buyer”) and is entered into as of the 17th day of December, 2018. The Seller and Buyer are also referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Seller owns Sixteen Thousand Five Hundred Eighty Four and Thirty-Nine One Hundredths shares (16,584.39) “Shares,” as such term is defined in the Amended and Restated Limited Liability Company Agreement, dated as of November 14, 2012, of Kaanapali Land, LLC, a Delaware limited liability company (the “Company”), and desires to sell such Shares to the Buyer (such Shares transferred hereby being the “Assigned Shares”); and

WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Assigned Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Assigned Shares.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.       Agreement to Sell and Purchase the Assigned Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to irrevocably transfer and convey the Assigned Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of $530,700.48 or $32 per share, for the Assigned Shares at the Closing (as defined below).

2.       Closing. The closing of the purchase and sale of the Assigned Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties and shall be effective as of the date first noted above. Simultaneously herewith or shortly after the Closing, the Buyer will deliver payment of the purchase price in the form provided below and the Seller will direct the Company’s transfer agent (the “Transfer Agent) to register such Assigned Shares in Buyer’s name, effective as of the Closing.

3.       Purchase Price. The purchase price shall be paid by Buyer at or shortly after the Closing with Buyer paying twenty-five percent (25%) of the aggregate purchase price in cash and delivering a fully executed Promissory Note in the form attached hereto for the remaining seventy-five percent (75%) of the aggregate purchase price.

4.       Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:

5.       Representations and Warranties of Buyer. The Buyer represents and warrants to the Seller as follows:

6.       Miscellaneous.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date set forth above.

BUYER

Rigel Barber Children’s Trust

FBO Matthew D. Barber

By: /s/ Emma L. Barber

      Emma L. Barber, Trustee

SELLER:

JMB Realty Corporation,

a Delaware corporation

By: /s/ Gary Nickele

      Gary Nickele

      Executive Vice President

3

Exhibit 99.4

SECURITY AGREEMENT

THIS AGREEMENT is made as of the 17^th day of December, 2018, by and between Rigel Barber Children’s Trust FBO Matthew D. Barber (“Borrower”) and JMB Realty Corporation (“JMB”), and joined in by Kaanapali Land, LLC, a Delaware limited liability company (“KLC”).

W I T N E S S E T H :

WHEREAS, Borrower is indebted to JMB pursuant to that certain Promissory Note, dated as of the date hereof, made by Borrower in favor of JMB, in the original principal amount of $398,025.36 (the “Note”); and,

WHEREAS, in order to secure the payment and performance by Borrower of his obligations under the Note, Borrower wishes to grant JMB a security interest in certain Collateral (as defined below).

NOW THEREFORE, in consideration and as a condition of the loan made by JMB as evidenced by the Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto agree as follows:

1.       Security for Note; Pledge of Limited Liability Interest. Borrower hereby agrees that, as security for the payment of all obligations of Borrower to JMB with respect to and under the Note, whether now or hereafter existing (collectively, the “Obligations”), JMB shall have, and Borrower hereby grants to and creates in favor of JMB, a security interest in, and pledges to JMB, all of Borrower’s right title and interest in and to Borrower’s limited liability company interest (the “Limited Liability Interest”) in KLC and all distributions and payments from time to time received on account of such Limited Liability Interest, whether in cash, securities, instruments or other property, and all proceeds from the sale or disposition of the Limited Liability Interest (all of the foregoing being collectively referred to herein as the “Collateral”). The Limited Liability Interest on the date hereof consists of 16,584.39 Common Shares of KLC.

2.       Control of the Limited Liability Interest by JMB; Joinder By Kaanapali. KLC hereby joins in this Agreement for the sole purpose of acknowledging the pledge and security interest in the Collateral in accordance with the terms hereof, and to take such further action as may be required under this Section 2. KLC shall also note the existence of JMB’s lien on the Limited Liability Interest in the appropriate books and records of KLC, including, without limitation, KLC’s Limited Liability Interest transfer records. KLC further agrees to execute and deliver such other documents or instruments as are reasonably requested by JMB to evidence or perfect JMB’s lien in the Limited Liability Interest. KLC agrees that, so long as the Obligations have not been satisfied in full, Borrower’s Limited Liability Interest in KLC shall be deemed to be a “security” solely for the purposes relating to the granting and perfection of security interests in uncertificated securities set forth in and subject to Articles 8 and 9 of the Uniform Commercial Code of the jurisdiction governing the granting and perfection of such security interests. Upon the satisfaction in full of the Obligations, JMB agrees to execute and deliver such documents or instruments as are reasonably requested by Borrower or KLC

to evidence the release of JMB’s lien on the Limited Liability Interest. In the event of the release of such lien by JMB, KLC’s duties under this Agreement shall terminate. Upon and after any default by Borrower under the Note, which default is not cured by Borrower within 15 days after written notice from JMB thereof, and while such default remains uncured, JMB shall have the absolute and unconditional right, without any rights in Borrower whatsoever, to immediately realize on its security interest in the Collateral, with or without notice to Borrower, by directing KLC in writing to effect the transfer of the Limited Liability Interest to JMB or its designee. In the event KLC receives such written direction from JMB, KLC shall promptly without and unconditionally reissue the Limited Liability Interest in such manner as JMB shall have directed. In addition, until such time as JMB notifies KLC that this Note has been paid in full, KLC shall pay any distributions made on account of the Limited Liability Interest directly to JMB on behalf of Borrower as a prepayment as required under paragraph 2 of the Note and Section 3 below. JMB hereby accepts the pledge of the Limited Liability Interest by Borrower and agrees that such pledge shall be subject to the applicable provisions of the Limited Liability Company Agreement of Kaanapali Land, LLC (as amended, the “Limited Liability Agreement”), including, without limitation, the provisions thereof concerning the admission of new unit holders to KLC.

3.       Rights of Borrower in Collateral If No Default is Outstanding. So long as there exists no default hereunder or under the Note, Borrower shall be entitled to exercise any and all voting rights pertaining to the Collateral for any purpose not inconsistent with the terms of this Agreement, the Note or the Limited Liability Agreement; provided, however, that all net proceeds of the Collateral shall paid to JMB to the extent required under paragraph 2 of the Note. Notwithstanding the foregoing, the Borrower shall have no right to pledge, encumber or otherwise create any lien rights or security interests in the Collateral for the benefit of any third parties and any such pledges, encumbrances, liens or security interests shall be void and without any force or effect. Any Transfer (as defined in the Limited Liability Agreement) of the Limited Liability Interest or any interest therein that is permitted hereunder and under the terms of the Limited Liability Agreement, shall be subject to the terms of this Agreement and the security interest granted hereby, whether or not any written instrument of transfer expressly states that such Transfer is made subject hereto.

4.       Further Assurances. Borrower agrees that at any time and from time to time Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that JMB may reasonably request, in order to further perfect and protect any security interest or pledge granted or purported to be granted by Borrower herein or to enable JMB to exercise and enforce its rights and remedies hereunder.

5.       Disposition of Collateral.

(a)       To the fullest extent permitted by applicable law, Borrower hereby waives the right to object to the manner or sufficiency of advertising or solicitation of bids in connection with any sales or other disposition of the Collateral. Any sale by JMB not effected by directing transfer of the Limited Liability Interest under Section 2 above may be made at any broker’s board or public or private sale for cash or credit, and for present or future delivery. At any such disposition of Collateral, JMB may, to the extent permissible under applicable law, purchase the whole or any part of any Collateral sold, or may sell or dispose of the Collateral to any other person, free from any and all claims of Borrower or of any other person claiming by, through, or under Borrower.

(b)       If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, at the address appearing on the record books of JMB, or to such other address as Borrower may designate to the Secretary of JMB.

(c)       Borrower hereby agrees to pay any and all expenses incurred by JMB in retaking, holding, preparing for sale, selling and the like with regard to the Collateral, including, without limitation, attorneys’ fees incurred by JMB in connection therewith. Any proceeds of any Collateral, or of the disposition by JMB of any of the Collateral, may be applied by JMB to the payment of expenses in connection with the Collateral, including attorneys’ fees and legal expenses, and any balance of such proceeds may be applied by JMB toward the payment of such of the Obligations, and in such order of application, as JMB may from time to time elect.

6.       Termination. This Agreement shall continue in full force and effect until, and shall terminate and be of no further force or effect as of, the date upon which the Note is satisfied in full and canceled. Notwithstanding the termination of this Agreement, the Limited Liability Agreement shall continue in full force and effect in accordance with its terms.

7.       Exclusivity of Remedies. No right or remedy conferred herein is intended to be exclusive of any other right or remedy, but every such right or remedy shall be cumulative and shall be in addition to every other right or remedy herein conferred, or conferred upon JMB by any other agreement or instrument or security, or now or hereafter existing at law or in equity or by statute.

8.       Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall, if possible, be reformed to the extent necessary to conform with applicable law or shall be ineffective to the extent or such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.       Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws (and not the laws of conflict) of the State of Illinois, without regard to the state of residence or domicile of Borrower.

10.       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

11.       Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the Assignor, the Assignee, and their respective legal representatives, heirs, administrators, executors, successors and assigns. No person or entity shall in any respect be deemed to be a third party beneficiary with respect to this Agreement.

12.       Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any provision hereof.

13.       Complete Agreement. This Agreement, together with the Note and the other documents specifically referenced herein, embodies the complete agreement and understanding between JMB and Borrower with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to such subject matter in any way.

14.       Amendment. No amendment or waiver of any provision of this Agreement or consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by JMB.

15.       Non-recourse. Notwithstanding anything in this Agreement to the contrary, Borrower shall have no personal liability whatsoever under this Agreement, except to the extent that Borrower commits fraud concerning, or otherwise encumbers or disposes of the Collateral, or any portion thereof, in violation of the terms of this Agreement (in which case, JMB shall be entitled to pursue a claim for damages on account thereof, plus reasonable attorneys’ fees and court costs in the pursuit and collection thereof. In the event of any other default hereunder or under the terms of the Note, JMB’s sole recourse shall be to the Collateral for the satisfaction of any judgment against, or liability of, Borrower hereunder.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

JMB:

JMB REALTY CORPORATION,

a Delaware corporation

By: /s/ Gary Nickele

Its: Executive Vice President

BORROWER:

RIGEL BARBER CHILDREN’S TRUST

FBO MATTHEW D. BARBER

By: /s/ Emma L. Barber

     Emma L. Barber, Trustee

Joinder for purposes of Section 2:

KAANAPALI LAND, LLC,

a Delaware limited liability company

By: /s/ Gary Nickele

Its: President

4

Exhibit 99.5

PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES

This PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES (this “Agreement”) is made by and between JMB Realty Corporation, a Delaware corporation (the “Seller”) and Richard Helland (the “Buyer”) and is entered into as of the 17^th day of December, 2018. The Seller and Buyer are also referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Seller owns Six Thousand Two Hundred and Fifty shares (6,250) “Shares,” as such term is defined in the Amended and Restated Limited Liability Company Agreement, dated as of November 14, 2012, of Kaanapali Land, LLC, a Delaware limited liability company (the “Company”), and desires to sell such Shares to the Buyer (such Shares transferred hereby being the “Assigned Shares”); and

WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Assigned Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Assigned Shares.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.       Agreement to Sell and Purchase the Assigned Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to irrevocably transfer and convey the Assigned Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of $200,000 or $32 per share, for the Assigned Shares at the Closing (as defined below).

2.       Closing. The closing of the purchase and sale of the Assigned Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties and shall be effective as of the date first noted above. Simultaneously herewith or shortly after the Closing, the Buyer will deliver payment of the purchase price in the form provided below and the Seller will direct the Company’s transfer agent (the “Transfer Agent) to register such Assigned Shares in Buyer’s name, effective as of the Closing.

3.       Purchase Price. The purchase price shall be paid by Buyer at or shortly after the Closing with Buyer paying ten percent (10%) of the aggregate purchase price in cash and delivering a fully executed Promissory Note in the form attached hereto for the remaining ninety percent (90%) of the aggregate purchase price.

4.       Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:

5.       Representations and Warranties of Buyer. The Buyer represents and warrants to the Seller as follows:

6.       Miscellaneous.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date set forth above.

BUYER

/s/ Richard Helland

Richard Helland

SELLER:

JMB Realty Corporation,

a Delaware corporation

By: /s/ Gary Nickele

      Gary Nickele

      Executive Vice President

3

Exhibit 99.6

SECURITY AGREEMENT

THIS AGREEMENT is made as of the 17^th day of December, 2018, by and between Richard Helland (“Borrower”) and JMB Realty Corporation (“JMB”), and joined in by Kaanapali Land, LLC, a Delaware limited liability company (“KLC”).

W I T N E S S E T H :

WHEREAS, Borrower is indebted to JMB pursuant to that certain Promissory Note, dated as of the date hereof, made by Borrower in favor of JMB, in the original principal amount of $180,000.00 (the “Note”); and,

WHEREAS, in order to secure the payment and performance by Borrower of his obligations under the Note, Borrower wishes to grant JMB a security interest in certain Collateral (as defined below).

NOW THEREFORE, in consideration and as a condition of the loan made by JMB as evidenced by the Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto agree as follows:

1.       Security for Note; Pledge of Limited Liability Interest. Borrower hereby agrees that, as security for the payment of all obligations of Borrower to JMB with respect to and under the Note, whether now or hereafter existing (collectively, the “Obligations”), JMB shall have, and Borrower hereby grants to and creates in favor of JMB, a security interest in, and pledges to JMB, all of Borrower’s right title and interest in and to Borrower’s limited liability company interest (the “Limited Liability Interest”) in KLC and all distributions and payments from time to time received on account of such Limited Liability Interest, whether in cash, securities, instruments or other property, and all proceeds from the sale or disposition of the Limited Liability Interest (all of the foregoing being collectively referred to herein as the “Collateral”). The Limited Liability Interest on the date hereof consists of 6,250 Common Shares of KLC.

2.       Control of the Limited Liability Interest by JMB; Joinder By Kaanapali. KLC hereby joins in this Agreement for the sole purpose of acknowledging the pledge and security interest in the Collateral in accordance with the terms hereof, and to take such further action as may be required under this Section 2. KLC shall also note the existence of JMB’s lien on the Limited Liability Interest in the appropriate books and records of KLC, including, without limitation, KLC’s Limited Liability Interest transfer records. KLC further agrees to execute and deliver such other documents or instruments as are reasonably requested by JMB to evidence or perfect JMB’s lien in the Limited Liability Interest. KLC agrees that, so long as the Obligations have not been satisfied in full, Borrower’s Limited Liability Interest in KLC shall be deemed to be a “security” solely for the purposes relating to the granting and perfection of security interests in uncertificated securities set forth in and subject to Articles 8 and 9 of the Uniform Commercial Code of the jurisdiction governing the granting and perfection of such security interests. Upon the satisfaction in full of the Obligations, JMB agrees to execute and deliver such documents or instruments as are reasonably requested by Borrower or KLC to evidence the release of JMB’s lien on the Limited Liability Interest. In the event of the release of such lien by JMB, KLC’s

duties under this Agreement shall terminate. Upon and after any default by Borrower under the Note, which default is not cured by Borrower within 15 days after written notice from JMB thereof, and while such default remains uncured, JMB shall have the absolute and unconditional right, without any rights in Borrower whatsoever, to immediately realize on its security interest in the Collateral, with or without notice to Borrower, by directing KLC in writing to effect the transfer of the Limited Liability Interest to JMB or its designee. In the event KLC receives such written direction from JMB, KLC shall promptly without and unconditionally reissue the Limited Liability Interest in such manner as JMB shall have directed. In addition, until such time as JMB notifies KLC that this Note has been paid in full, KLC shall pay any distributions made on account of the Limited Liability Interest directly to JMB on behalf of Borrower as a prepayment as required under paragraph 2 of the Note and Section 3 below. JMB hereby accepts the pledge of the Limited Liability Interest by Borrower and agrees that such pledge shall be subject to the applicable provisions of the Limited Liability Company Agreement of Kaanapali Land, LLC (as amended, the “Limited Liability Agreement”), including, without limitation, the provisions thereof concerning the admission of new unit holders to KLC.

3.       Rights of Borrower in Collateral If No Default is Outstanding. So long as there exists no default hereunder or under the Note, Borrower shall be entitled to exercise any and all voting rights pertaining to the Collateral for any purpose not inconsistent with the terms of this Agreement, the Note or the Limited Liability Agreement; provided, however, that all net proceeds of the Collateral shall paid to JMB to the extent required under paragraph 2 of the Note. Notwithstanding the foregoing, the Borrower shall have no right to pledge, encumber or otherwise create any lien rights or security interests in the Collateral for the benefit of any third parties and any such pledges, encumbrances, liens or security interests shall be void and without any force or effect. Any Transfer (as defined in the Limited Liability Agreement) of the Limited Liability Interest or any interest therein that is permitted hereunder and under the terms of the Limited Liability Agreement, shall be subject to the terms of this Agreement and the security interest granted hereby, whether or not any written instrument of transfer expressly states that such Transfer is made subject hereto.

4.       Further Assurances. Borrower agrees that at any time and from time to time Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that JMB may reasonably request, in order to further perfect and protect any security interest or pledge granted or purported to be granted by Borrower herein or to enable JMB to exercise and enforce its rights and remedies hereunder.

5.       Disposition of Collateral.

(a)       To the fullest extent permitted by applicable law, Borrower hereby waives the right to object to the manner or sufficiency of advertising or solicitation of bids in connection with any sales or other disposition of the Collateral. Any sale by JMB not effected by directing transfer of the Limited Liability Interest under Section 2 above may be made at any broker’s board or public or private sale for cash or credit, and for present or future delivery. At any such disposition of Collateral, JMB may, to the extent permissible under applicable law, purchase the whole or any part of any Collateral sold, or may sell or dispose of the Collateral to any other person, free from any and all claims of Borrower or of any other person claiming by, through, or under Borrower.

(b)       If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, at the address appearing on the record books of JMB, or to such other address as Borrower may designate to the Secretary of JMB.

(c)       Borrower hereby agrees to pay any and all expenses incurred by JMB in retaking, holding, preparing for sale, selling and the like with regard to the Collateral, including, without limitation, attorneys’ fees incurred by JMB in connection therewith. Any proceeds of any Collateral, or of the disposition by JMB of any of the Collateral, may be applied by JMB to the payment of expenses in connection with the Collateral, including attorneys’ fees and legal expenses, and any balance of such proceeds may be applied by JMB toward the payment of such of the Obligations, and in such order of application, as JMB may from time to time elect.

6.       Termination. This Agreement shall continue in full force and effect until, and shall terminate and be of no further force or effect as of, the date upon which the Note is satisfied in full and canceled. Notwithstanding the termination of this Agreement, the Limited Liability Agreement shall continue in full force and effect in accordance with its terms.

7.       Exclusivity of Remedies. No right or remedy conferred herein is intended to be exclusive of any other right or remedy, but every such right or remedy shall be cumulative and shall be in addition to every other right or remedy herein conferred, or conferred upon JMB by any other agreement or instrument or security, or now or hereafter existing at law or in equity or by statute.

8.       Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall, if possible, be reformed to the extent necessary to conform with applicable law or shall be ineffective to the extent or such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.       Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws (and not the laws of conflict) of the State of Illinois, without regard to the state of residence or domicile of Borrower.

10.       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

11.       Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the Assignor, the Assignee, and their respective legal representatives, heirs, administrators, executors, successors and assigns. No person or entity shall in any respect be deemed to be a third party beneficiary with respect to this Agreement.

12.       Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any provision hereof.

13.       Complete Agreement. This Agreement, together with the Note and the other documents specifically referenced herein, embodies the complete agreement and understanding between JMB and Borrower with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to such subject matter in any way.

14.       Amendment. No amendment or waiver of any provision of this Agreement or consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by JMB.

15.       Non-recourse. Notwithstanding anything in this Agreement to the contrary, Borrower shall have no personal liability whatsoever under this Agreement, except to the extent that Borrower commits fraud concerning, or otherwise encumbers or disposes of the Collateral, or any portion thereof, in violation of the terms of this Agreement (in which case, JMB shall be entitled to pursue a claim for damages on account thereof, plus reasonable attorneys’ fees and court costs in the pursuit and collection thereof. In the event of any other default hereunder or under the terms of the Note, JMB’s sole recourse shall be to the Collateral for the satisfaction of any judgment against, or liability of, Borrower hereunder.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

JMB:

JMB REALTY CORPORATION,

a Delaware corporation

By: /s/ Gary Nickele

Its: Executive Vice President

BORROWER:

/s/ Richard Helland

RICHARD HELLAND

Joinder for purposes of Section 2:

KAANAPALI LAND, LLC,

a Delaware limited liability company

By: /s/ Gary Nickele

Its:  President

4

Exhibit 99.7

PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES

This PURCHASE AND SALE AGREEMENT FOR KAANAPALI SHARES (this “Agreement”) is made by and between JMB Realty Corporation, a Delaware corporation (the “Seller”) and John Howley (the “Buyer”) and is entered into as of the 17^th day of December, 2018. The Seller and Buyer are also referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Seller owns Six Thousand Two Hundred and Fifty shares (6,250) “Shares,” as such term is defined in the Amended and Restated Limited Liability Company Agreement, dated as of November 14, 2012, of Kaanapali Land, LLC, a Delaware limited liability company (the “Company”), and desires to sell such Shares to the Buyer (such Shares transferred hereby being the “Assigned Shares”); and

WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Assigned Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Assigned Shares.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.       Agreement to Sell and Purchase the Assigned Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to irrevocably transfer and convey the Assigned Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of $200,000 or $32 per share, for the Assigned Shares at the Closing (as defined below).

2.       Closing. The closing of the purchase and sale of the Assigned Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties and shall be effective as of the date first noted above. Simultaneously herewith or shortly after the Closing, the Buyer will deliver payment of the purchase price in the form provided below and the Seller will direct the Company’s transfer agent (the “Transfer Agent) to register such Assigned Shares in Buyer’s name, effective as of the Closing.

3.       Purchase Price. The purchase price shall be paid by Buyer at or shortly after the Closing with Buyer paying ten percent (10%) of the aggregate purchase price in cash and delivering a fully executed Promissory Note in the form attached hereto for the remaining ninety percent (90%) of the aggregate purchase price.

4.       Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:

5.       Representations and Warranties of Buyer. The Buyer represents and warrants to the Seller as follows:

6.       Miscellaneous.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date set forth above.

BUYER

/s/ John Howley

John Howley

SELLER:

JMB Realty Corporation,

a Delaware corporation

By: /s/ Gary Nickele

      Gary Nickele

      Executive Vice President

3

Exhibit 99.8

SECURITY AGREEMENT

THIS AGREEMENT is made as of the 17^th day of December, 2018, by and between John Howley (“Borrower”) and JMB Realty Corporation (“JMB”), and joined in by Kaanapali Land, LLC, a Delaware limited liability company (“KLC”).

W I T N E S S E T H :

WHEREAS, Borrower is indebted to JMB pursuant to that certain Promissory Note, dated as of the date hereof, made by Borrower in favor of JMB, in the original principal amount of $180,000.00 (the “Note”); and,

WHEREAS, in order to secure the payment and performance by Borrower of his obligations under the Note, Borrower wishes to grant JMB a security interest in certain Collateral (as defined below).

NOW THEREFORE, in consideration and as a condition of the loan made by JMB as evidenced by the Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto agree as follows:

1.       Security for Note; Pledge of Limited Liability Interest. Borrower hereby agrees that, as security for the payment of all obligations of Borrower to JMB with respect to and under the Note, whether now or hereafter existing (collectively, the “Obligations”), JMB shall have, and Borrower hereby grants to and creates in favor of JMB, a security interest in, and pledges to JMB, all of Borrower’s right title and interest in and to Borrower’s limited liability company interest (the “Limited Liability Interest”) in KLC and all distributions and payments from time to time received on account of such Limited Liability Interest, whether in cash, securities, instruments or other property, and all proceeds from the sale or disposition of the Limited Liability Interest (all of the foregoing being collectively referred to herein as the “Collateral”). The Limited Liability Interest on the date hereof consists of 6,250 Common Shares of KLC.

2.       Control of the Limited Liability Interest by JMB; Joinder By Kaanapali. KLC hereby joins in this Agreement for the sole purpose of acknowledging the pledge and security interest in the Collateral in accordance with the terms hereof, and to take such further action as may be required under this Section 2. KLC shall also note the existence of JMB’s lien on the Limited Liability Interest in the appropriate books and records of KLC, including, without limitation, KLC’s Limited Liability Interest transfer records. KLC further agrees to execute and deliver such other documents or instruments as are reasonably requested by JMB to evidence or perfect JMB’s lien in the Limited Liability Interest. KLC agrees that, so long as the Obligations have not been satisfied in full, Borrower’s Limited Liability Interest in KLC shall be deemed to be a “security” solely for the purposes relating to the granting and perfection of security interests in uncertificated securities set forth in and subject to Articles 8 and 9 of the Uniform Commercial Code of the jurisdiction governing the granting and perfection of such security interests. Upon the satisfaction in full of the Obligations, JMB agrees to execute and deliver such documents or instruments as are reasonably requested by Borrower or KLC to evidence the release of JMB’s lien on the Limited Liability Interest. In the event of the release of such lien by JMB, KLC’s

duties under this Agreement shall terminate. Upon and after any default by Borrower under the Note, which default is not cured by Borrower within 15 days after written notice from JMB thereof, and while such default remains uncured, JMB shall have the absolute and unconditional right, without any rights in Borrower whatsoever, to immediately realize on its security interest in the Collateral, with or without notice to Borrower, by directing KLC in writing to effect the transfer of the Limited Liability Interest to JMB or its designee. In the event KLC receives such written direction from JMB, KLC shall promptly without and unconditionally reissue the Limited Liability Interest in such manner as JMB shall have directed. In addition, until such time as JMB notifies KLC that this Note has been paid in full, KLC shall pay any distributions made on account of the Limited Liability Interest directly to JMB on behalf of Borrower as a prepayment as required under paragraph 2 of the Note and Section 3 below. JMB hereby accepts the pledge of the Limited Liability Interest by Borrower and agrees that such pledge shall be subject to the applicable provisions of the Limited Liability Company Agreement of Kaanapali Land, LLC (as amended, the “Limited Liability Agreement”), including, without limitation, the provisions thereof concerning the admission of new unit holders to KLC.

3.       Rights of Borrower in Collateral If No Default is Outstanding. So long as there exists no default hereunder or under the Note, Borrower shall be entitled to exercise any and all voting rights pertaining to the Collateral for any purpose not inconsistent with the terms of this Agreement, the Note or the Limited Liability Agreement; provided, however, that all net proceeds of the Collateral shall paid to JMB to the extent required under paragraph 2 of the Note. Notwithstanding the foregoing, the Borrower shall have no right to pledge, encumber or otherwise create any lien rights or security interests in the Collateral for the benefit of any third parties and any such pledges, encumbrances, liens or security interests shall be void and without any force or effect. Any Transfer (as defined in the Limited Liability Agreement) of the Limited Liability Interest or any interest therein that is permitted hereunder and under the terms of the Limited Liability Agreement, shall be subject to the terms of this Agreement and the security interest granted hereby, whether or not any written instrument of transfer expressly states that such Transfer is made subject hereto.

4.       Further Assurances. Borrower agrees that at any time and from time to time Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that JMB may reasonably request, in order to further perfect and protect any security interest or pledge granted or purported to be granted by Borrower herein or to enable JMB to exercise and enforce its rights and remedies hereunder.

5.       Disposition of Collateral.

(a)       To the fullest extent permitted by applicable law, Borrower hereby waives the right to object to the manner or sufficiency of advertising or solicitation of bids in connection with any sales or other disposition of the Collateral. Any sale by JMB not effected by directing transfer of the Limited Liability Interest under Section 2 above may be made at any broker’s board or public or private sale for cash or credit, and for present or future delivery. At any such disposition of Collateral, JMB may, to the extent permissible under applicable law, purchase the whole or any part of any Collateral sold, or may sell or dispose of the Collateral to any other person, free from any and all claims of Borrower or of any other person claiming by, through, or under Borrower.

(b)       If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, at the address appearing on the record books of JMB, or to such other address as Borrower may designate to the Secretary of JMB.

(c)       Borrower hereby agrees to pay any and all expenses incurred by JMB in retaking, holding, preparing for sale, selling and the like with regard to the Collateral, including, without limitation, attorneys’ fees incurred by JMB in connection therewith. Any proceeds of any Collateral, or of the disposition by JMB of any of the Collateral, may be applied by JMB to the payment of expenses in connection with the Collateral, including attorneys’ fees and legal expenses, and any balance of such proceeds may be applied by JMB toward the payment of such of the Obligations, and in such order of application, as JMB may from time to time elect.

6.       Termination. This Agreement shall continue in full force and effect until, and shall terminate and be of no further force or effect as of, the date upon which the Note is satisfied in full and canceled. Notwithstanding the termination of this Agreement, the Limited Liability Agreement shall continue in full force and effect in accordance with its terms.

7.       Exclusivity of Remedies. No right or remedy conferred herein is intended to be exclusive of any other right or remedy, but every such right or remedy shall be cumulative and shall be in addition to every other right or remedy herein conferred, or conferred upon JMB by any other agreement or instrument or security, or now or hereafter existing at law or in equity or by statute.

8.       Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall, if possible, be reformed to the extent necessary to conform with applicable law or shall be ineffective to the extent or such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.       Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws (and not the laws of conflict) of the State of Illinois, without regard to the state of residence or domicile of Borrower.

10.       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

11.       Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the Assignor, the Assignee, and their respective legal representatives, heirs, administrators, executors, successors and assigns. No person or entity shall in any respect be deemed to be a third party beneficiary with respect to this Agreement.

12.       Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any provision hereof.

13.       Complete Agreement. This Agreement, together with the Note and the other documents specifically referenced herein, embodies the complete agreement and understanding between JMB and Borrower with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to such subject matter in any way.

14.       Amendment. No amendment or waiver of any provision of this Agreement or consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by JMB.

15.       Non-recourse. Notwithstanding anything in this Agreement to the contrary, Borrower shall have no personal liability whatsoever under this Agreement, except to the extent that Borrower commits fraud concerning, or otherwise encumbers or disposes of the Collateral, or any portion thereof, in violation of the terms of this Agreement (in which case, JMB shall be entitled to pursue a claim for damages on account thereof, plus reasonable attorneys’ fees and court costs in the pursuit and collection thereof. In the event of any other default hereunder or under the terms of the Note, JMB’s sole recourse shall be to the Collateral for the satisfaction of any judgment against, or liability of, Borrower hereunder.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

JMB:

JMB REALTY CORPORATION,

a Delaware corporation

By: /s/ Gary Nickele

Its: Executive Vice President

BORROWER:

/s/ John Howley

JOHN HOWLEY

Joinder for purposes of Section 2:

KAANAPALI LAND, LLC,

a Delaware limited liability company

By: /s/ Gary Nickele

Its: President

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