Exhibit 10.11

CERTAIN MATERIAL (INDICATED BY “[#]”) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sept 29, 2008

SHAREHOLDERS’ AGREEMENT

WE

PRICSMARLANDCO, S.A. a company established and organized in accordance with the laws of the Costa Rica, domiciled in San José, at PriceSmart Building, next to the National Register, Curridabat, with corporate number 3-101-229948 (“ PRICESMART ” ), represented in this act by Mr. MANRIQUE UGALDE OBANDO, Costa Rican citizen, of legal age, married (second marriage), business administrator, bearer of identity card number [#], acting in his capacity as GENERAL LEGAL REPRESENTATIVE with sufficient powers to celebrate this act, and

JB ENTERPRISES INC. , a corporation established and organized in accordance with the laws of the Republic of Panama, domiciled in Panama City, province of Panama, Republic of Panama, registered in the Public Registry of Panama in the Trade Section, under record number 493801, Redi document number 797423, (“ JBE ” ), represented in this act by [#], Costa Rican citizen, of legal age, married, businessman, bearer of Identity Card number [#], acting in his capacity as President, with sufficient powers to perform this act.

PRICESMART and JBE shall from here on in be jointly referred to as the PARTIES and individually as the PARTY.

WHEREAS

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THEREFORE

THE PARTIES HEREBY AGREE TO AGREE, AND INF ACT AGREE, TO THE PRESENT SHAREHOLDERS’ AGREEMENT OR JOINT VENTURE, FOR THEIR MUTUAL BENEFIT, WHICH SHALL BE GOVERNED BY THE FOLLOWING CLAUSES AND THE CORRESPONDING APPLICABLE LAW.

FIRST: NAME

The PARTIES expressly agree that the NEWCO’s name will be PRICE PLAZA ALAJUELA PPA , SOCIEDAD ANONIMA (for purposes of this Agreement, either NEWCO or the “ Company ”).

SECOND: BUSINESS PURPOSE

The PARTIES hereby agree that NEWCO’s main business purpose shall be that of business in general, but specifically the construction, development, promotion, leasing and/or sale of the shopping complex located on LOT TWO and LOT FOUR, and eventually on LOT THREE, as established in Clause Nineteen, below. To fulfill this purpose, NEWCO may buy, sell, encumber, give and receive property through lease, pledge or mortgage, transfer, possess and dispose of all types of real and personal property, trademarks and/or brand names, real and personal rights and securities of all types. The company may likewise be a part of or merge with other companies, both national and foreign, may purchase and sell the shares of such, and may offer all types of bonds and sureties in favor of partners or third parties, individuals, or legal entities, if NEWCO receives compensation for such, and compensation shall be assumed by the mere fact of the offer. NEWCO may constitute, accept or manage trusts, receive property in trust through an agreement or will, and act as the trustor, trustee or beneficiary, represent national or foreign companies, enter contracts with the national government or government institutions, participate in tenders and/or bids of any nature, open safety deposit boxes in all the banks of the national or private banking system, as well as open checking accounts and accounts of any type in national or foreign banks, through those individuals who legally represent the company; NEWCO may also conduct any other legal act required to fulfill its business purpose, especially the sale of industrial products, importation, exportation and provision of services or related works and any other activity that the Board of Directors considers to be in the best interest of the company.

It is hereby expressly understood and agreed by the PARTIES that, when it considers such action appropriate, PRICESMART may construct the PriceSmart Warehouse on LOT ONE and establish any other businesses owned or operated by third parties that are internally set up in the respective warehouse, including the Payless Shoe Source businesses and a Greenlubs Lubrication Center next or adjacent to the PriceSmart Warehouse on LOT ONE. Any other real estate development it wishes to establish on LOT ONE may solely and exclusively be established once the commercial complex on LOT TWO and LOT FOUR has been developed and such area is built, unless JBE provides express authorization to the contrary.

THIRD: ADDRESS

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The corporate address will be in the province of Alajuela, canton of Alajuela, district of Alajuela, Barrio Cristo Rey, 600 meters west of the Servicentro Santa Anita.

FOURTH: TERM OF EXISTENCE

The term of existence of the company shall be ninety-nine (99) years as of the date of its incorporation.

FIFTH: SHARE CAPITAL AND OTHER RELATED MATTERS

The share capital of NEWCO is twelve thousand colones duly represented by twelve common and registered shares, each worth one thousand colones. Such shares are owned in equal parts by the PARTIES, as stated under entry number two in the duly legalized Shareholder Records Book the Company keeps duly legalized. PRICESMART is the legitimate owner of share certificate numbered three, and JBE is the legitimate owner of the share certificate numbered four. The respective shares held by the PARTIES are currently free of liens, taxes and obligations.

Shares are common and registered. Each common share will have the right to one vote. The respective certificates and the entries in the Shareholders Records Book kept for such effect by the Company must be signed by the Chairman and Secretary of the Board of Directors, and the certificates may cover one or more shares. The shares are all of one class and confer the same rights per share to their holders.

The share capital may be increased or decreased under the circumstances established in Sections 30 and 31 of the Code of Commerce.

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Each PARTY’s Expert must submit his or her report within thirty calendar days after being designated, and the two results shall be averaged. The average of both appraisals shall determine the value of the shares, except if the highest appraisal is at least ten (10) percent higher than the lowest appraisal, in which case the Experts shall hire a third Expert, who will be paid by the Company, and who shall established the final price of the shares, which may not be greater than the highest or less than the lowest appraisal. Once the Fair Market Value has been established PRICESMART shall decide, within the next five (5) calendar days, if it will purchase the JBE shares at the Fair Market Value or if it authorizes the sale to the company presenting the offer, in which case it will not enjoy the Tag Along Right. The PARTIES understand and accept that in each instance this Agreement indicates the use of Fair Market Value they are to follow the procedure set out in this Clause.

No Shareholder of the Company shall pawn, mortgage, encumber in any way, directly or indirectly, whether fully or partially, its shares in the Company, its right of use on such Shares or on any other rights deriving from or ascribed to such (including voting rights and the right to receive dividends) without the prior, specific and written consent of the other Shareholder.

With regard to any right or obligation under this Agreement or the Articles of Incorporation or any other right or obligation involving its capacity as a Shareholder of the Company, no Shareholder shall pawn, mortgage, encumber in any way, directly or indirectly, whether partially or fully, such right of use on such rights or obligations or the rights deriving from or attributed to such, nor shall any Shareholder constitute or intend to constitute any trust whatsoever on such rights or obligations without the prior specific and written consent of the other Shareholder.

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In the event of an increase to the authorized capital of NEWCO or in the event Shares in the Treasury of the Company intend to be sold, except for those provisions pertaining to Section 5.4.5.b and 5.4.5.d, as the case may be, each Shareholder registered on such date shall have the right of first refusal to subscribe or purchase those shares, according to the proportion of Shares held at that time by the Shareholder corresponding to the capital of NEWCO, issued and outstanding, Shares to be issued or Shares of the treasury under consideration, as the case may be.

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The shareholder must exercise this right and pay the price within the time period established by the Board of Directors, and that time period will be no less than ten (10) and no more than twenty (20) calendar days. Once this term has expired, all those shares that have not been subscribed or purchased by one of the shareholders, as well as those shares that a shareholder has agreed to purchase but has not paid for within the term set by the Board of Directors, shall be offered in a second round to the shareholder that has agreed to subscribe or purchase the shares that were offered to that party.

The Company may purchase its own shares by means of a final agreement made by the shareholders convened at a Shareholders’ Meeting in each case, and under the terms and conditions it considers to be suitable considering the interests of the company, as long as this is performed with funds originating from the net income produced from the balances legally approved by the shareholders convened at a Shareholders’ Meeting, unless the purchase is performed solely to redeem such shares and proportionally reduce the authorized capital of the company. In no event may the purchase be made for an amount less than the nominal value, except in those cases in which the ownership of such certificates is awarded by court order as payment of obligations owed the company. The shares pertaining to the company may not be represented at the Shareholders’ Meeting. The preceding applies within the limits set out in Section 129 of the Code of Commerce.

Each year, at the beginning of the fiscal period an inventory, profit and loss statement and balance sheet shall be prepared and presented, in accordance with the applicable legal provisions and accounting sues. These documents must be ready no later than July 31 of each year. Except as provided in Section 5.4.4.c of this Agreement, profits shall be distributed in proportion to the shares of each of the shareholders, and this shall likewise apply to losses, if any. Five percent of the annual net profits will be designated to the establishment of a legal reserve fund until that fund equals twenty percent of the subscribed and paid in capital.

The Company shall declare all available profits under the law as a dividend, except for retentions or reserves that the Board of Directors considers advisable for purposes of preserving the working capital, capital investments expected for the Project and the normal line of operations of the company. Notwithstanding the aforementioned, dividends may not be paid nor distributions of any nature be disbursed, other than on the net liquid profits resulting from the balance sheet approved by the shareholders. Dividends may be paid in cash, real or personal property, securities or negotiable instruments, as agreed by the shareholders convened at a Shareholders’ Meeting in each case. Payment in kind of dividends must be authorized by the Articles of Incorporation of the Company.

SIXTH: SHAREHOLDERS’ MEETINGS

General Meetings shall be those in which all the shareholders of the company meet and shall be ordinary or extraordinary depending on the matters to be discussed. At least once a year, within the three months following the end of the fiscal year, and each time a shareholder considers it necessary, a General

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Ordinary Meeting must be held to: Discuss and approve or disapprove the report on the results of the fiscal year presented by the administrators and to take the measures considered to be appropriate based on such; (b) agree on the distribution of profits in accordance with that stated in this Agreement and the Articles of Incorporation; (c) fill vacancies due to the death, resignation or incapacity of Directors and the Auditor; (d) annually evaluate the performance of the Board of Directors; (e) as the case may be, appoint or revoke the appointment of the members of the Board of Directors, in accordance with Section 7.1 of this agreement and the personnel in charge of oversight; (f) set the compensation of the Directors and the Auditor; (g) appoint, if so required by the Company, powers of attorney, managers, assistant managers, agents or representatives establishing their rights and obligations, as well as the term of the appointment; (h) consider other matters of an ordinary nature as established in the Articles of Incorporation. The shareholders convened at an Ordinary General Meeting alone shall be responsible for making decisions relating to the matters set out in this paragraph.

The shareholders convened at an Extraordinary General Meeting shall modify the Articles of Incorporation and consider any matter of an extraordinary nature, and thus shall meet at any time and when considered to be necessary by any of shareholder.

Meetings shall be held at the corporate offices, in any district, canton, or Province of the Costa Rica, as well as in any city of the states of California and Florida, in the United States of America, as long as 100% of the share capital is represented in those Shareholders’ Meetings held outside of Costa Rica. Nonattendance at a Shareholders’ Meeting held abroad shall not be considered as a lack of quorum for the effects of clause 9.1.

The meeting announcement for any Shareholders’ Meeting may be executed by any Board member, in accordance with Clause fifteen, at least ten calendar days prior to the date on which the meeting will be held, not including the day of the meeting and that on which the announcement was made. The meeting announcement must be issued on a day that is a business day in both Costa Rica and the United States. An announcement shall not be required when all the shareholders are present or represented, they agree to hold the meeting, and they expressly agree to waive the formality of the meeting announcement, which must be recorded in the corresponding minutes, which must be written in Spanish and signed by all those present. It is expressly understood and agreed upon that any Shareholder who considers it necessary may have an [interpreter] present at the Shareholders’ Meeting, the cost of which shall be borne by that shareholder, who shall also assume any consequences of a breach of the duty of confidentiality of the interpreter.

Shareholders’ Meetings must be recorded in meeting minutes written in Spanish, which must be kept in the respective minutes book and signed by the Chairman and Secretary of the Shareholders’ Meeting.

Shareholders must be personally present at meetings, but other representatives of the shareholders may participate in the Meetings without a voting right but with the right to express their opinion through conference calls or video conference calls or through any means of electronic communication in which all shareholders participating in the meeting are able to hear each other. The respective agreements must be recorded in the Meeting Minute Book and must be signed by the Chairman and Secretary of the Board of Directors.

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SEVENTH: THE BOARD OF DIRECTORS

The Board of Directors is made up of six (6) main members and six alternates, which are: the CHAIRMAN, VICE CHAIRMAN, SECRETARY, TREASURER and TWO ORDINARY MEMBERS, who shall occupy this position throughout the existence of the company, unless an express revocation is recorded in the Public Registry. The CHAIRMAN, TREASURER and FIRST ORDINARY MEMBER shall be nominated by PRICESMART, and the VICE CHAIRMAN, SECRETARY AND SECOND ORDINARY MEMBER shall be nominated by JBE, as long as both PARTIES have the same ownership share. Each PARTY may at any time remove or replace any of the regular or alternate board members that it has appointed and may also fill any vacancy of its respective regular or alternate board members,

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as stated in the applicable regulation. To achieve this, the other PARTY hereby undertakes to provide its assistance in achieving such ends. All regular and alternate board members shall be appointed by a simple majority vote of the shareholders convened at a Shareholders’ Meeting. The PARTIES agree that PRICESMART shall vote in favor of appointing the Board Members nominated by JBE, and JBE shall vote in favor of the Board Members nominated by PRICESMART.

In this regard, the PARTIES hereby agree to the following appointments:

Notwithstanding the before mentioned, the PARTIES expressly agree that when the PARTIES do not have equal shareholding stakes in the Company, then the PARTIER may nominate members of the Board and their respective alternates in accordance with the following distribution:

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The Board of Directors, without requiring a previous meeting announcement, shall meet at least FOUR (4) times a year, holding ONE (1) meeting per quarter, which shall be held on the second Tuesday that is a workday in both the Costa Rica and the US, in the months of February, May, August and November, at ten a.m. (10:00 a.m.) at the Project’s administrative offices. The PARTIES agree that until the offices are built, the meetings shall be held at the company’s head office. Notwithstanding the before stated, the Board of Directors may agree on different dates to hold their ordinary Board meetings or do without such, is such meetings are unnecessary. In this event, notice must be sent to the address designated by each Director in the records of the Company, in writing and fifteen (15) calendar days prior to the meeting.

Notwithstanding the aforementioned, the Chairman or Secretary of the Company, after providing written notice at least fifteen (15) calendar days in advance, may call for an extraordinary Board meeting, stating the date, place and matters to be considered, as long as such date is a workday in both the Costa Rica and the US. Notices must be sent to the address that each board member provided to the Company. Extraordinary meetings may be held without a call to such if all the Board members or their respective Alternate Directors are present at the meeting.

The Board of Directors may meet in person, through conference calls or video conference calls, or any other means of electronic communication in which all the Directors partaking in the meeting may hear one another, as long as such means are available to all the Board Members. Any agreement reached during a Board of Directors’ meeting that is duly convened may be reached without having to hold a meeting, as long as such agreement is stated in the minutes and signed by all the Directors or their respective Alternate Directors. Notwithstanding the aforementioned, the Parties hereby agree that at least ONE (1) meeting a year shall be held in person. Board of Directors meetings must be recorded in written minutes, which shall be consigned in the Minute Book of the Board of Directors, which shall be valid when signed by the Chairman and Secretary of the Company. It is expressly understood and agreed that any Director who considers it necessary may have an [interpreter] present when the Board of Directors’ meetings are held, at the expense of that Director, who also assumes the consequences of any breach of the duty of confidentiality by the interpreter.

Board Meeting announcements must detail the agenda for the meeting. Likewise, in Ordinary meetings, either the Chairman or the Secretary must provide the agenda for such meeting, at least fifteen (15) calendar days prior to such.

In order for the Board of Directors to legally operate, at least half plus one of its members, that is to say, four of them, must be present. If the shareholding distribution varies between the PARTIES, the quorum will be obtained with four (4) Directors, and each of THE PARTIES will hold the representation of at least one (1) Director at the meeting, as long as at least 17% of the shares making up the capital are present, in accordance with that set out in Section 7.1, above. Each Director will have one vote and, except as provided in

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Sections 5.4.3., 13.1, 14.1.3 and 14.3, all Board of Director decisions shall be approved by the majority of those Board members present. In any event in which the Board of Director reaches a decision by means of a double vote exercised by the Chairman, in accordance with Section 184 of the Code of Commerce, a decision reached in this way by the Board of Directors must necessarily be ratified by the shareholders convened at a Shareholders’ Meeting called for such effect and only then shall such be valid and legally binding.

If any Board of Directors meeting cannot be held due to lack of quorum in accordance with the previous paragraph, the PARTIES agree that any Director attending the meeting may send a second announcement to all Directors, to hold the Board of Directors meeting within a period of five (5) to seven (7) workdays following the date on which the original meeting was scheduled, as long as the date of the second meeting is a workday in both the Costa Rica and the US. Such announcement must be sent in writing to each of the Directors, at the address designated by each Director in the records of the Company, within two (2) workdays following the unsuccessful meeting.

If none of the Directors or their Alternates nominated by one of the PARTIES is present in a Board of Directors meeting or in the respective second call to such meeting, at the discretion of the other PARTY, such lack of quorum may be considered to be an obstruction situation under the following Tenth Clause:

Each time that a Board of Directors meeting cannot be held due to lack of quorum, the date, time and name of the board members attending such meeting shall be recorded in the Board of Directors Minutes Book.

The Board of Directors will have the following obligations and powers: To state and approve the objectives and guidelines for action. (ii) To approve the administrative policy and structure of the Company. (iii) To approve capital investments exceeding the limits set out in this Agreement. (iv) To authorize exceptions to the Company policy. (v) To observe the development of projects in which the company partakes, in coordination with the management. (vi) To subsequently review the investment decision. (vii) To appoint and remove the resident agent, and the legal advisor of the Company. (viii) To designate the Management’s work responsibilities. (ix) To present an annual report of the financial results to the Shareholders (x) To annually propose a profit and loss distribution plan to the shareholders. (xi) To approve the attainment of any financing or possible guarantee in favor of any bank institution. (xii) To appoint and remove the Manager and Assistant Manager of the Company. (xiii) Review and approve the changes proposed for schedules, Project Master Plan, Annual Budget, financing terms for contracting, additional financing by the Shareholders. (xiv) Approving contracts (including, but not limited to, building and management contracts as well as the hiring of key personnel members), but not including lease agreements, which shall be adjusted to the guidelines set from time to time by the Board of Directors. (xv) Reviewing the results compared with the previously established objectives. (xvi) Approving aspects relating to the ordinary line of business of the Project, such as the design, negotiation of contracts (including lease agreements), budget, administrating the construction, managing the property, which shall be submitted by PRICESMART to the Board of Directors and once the Board approves,

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PRICESMART shall have the authorization to implement such without requiring the subsequent approval of the Board of Directors, except in the event of modifications exceeding the authorizations granted.

EIGHTH: LEGAL REPRESENTATION

The Chairman and the Secretary shall represent the company in and out of court, and they shall have the powers of a General Legal Representative. Acting jointly their actions will not be subject to any limit, and acting separately their actions shall be limited to the sum of ten thousand dollars (US$10,000.00) in legal currency of the United States of America. Nonetheless, the PARTIES agree that neither the President nor Secretary may exceed the stated limit in a single quarter and that breach by such officials in this sense may create manager liability. Notwithstanding the aforementioned, for each transaction that exceeds such amount or to sell, mortgage, pledge, transfer or in any way commit the real property of the Company, as well as to contract debts and credit obligations on behalf of the Company, the joint performance of the Chairman, Treasurer or the First regular board member and the Vice Chairman, or the Secretary or the Second regular board member, who must also have authorization for such effect issued by the Board of Directors or the shareholders convened at a Shareholders Meeting.

The legal representatives, acting in the before stated manner, may grant all kinds of powers, fully or partially delegate or substitute their powers, revoke the granting, delegating and replacement of such and newly establish others, always conserving their powers.

NINTH: OBSTRUCTION SITUATION

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Within five (5) calendar days following the end of the mandatory conciliation process, without any agreement having been reached, any of the PARTIES (the “Offeror”) may present a written offer to the other PARTY (the “Offeree”) for the purchase of 100% and no less than 100% of the Offeree’s shares in the Company. In its offer, the Offeror shall specify the price to be paid in cash for each of the Offeree’s shares. Within a period of one hundred eighty (180) calendar days after the Offeree receives the offer made by the Offerer, the former must notify the Offerer (i) of its pure and simple acceptance of the purchase offer made by the Offerer, in which case the transfer of Shares and payment of the corresponding price must be performed within fifteen (15) calendar days following the notice of acceptance or, on the contrary, (ii) its intention to purchase 100% of the Offeror’s participation in the share capital of the Company at a price equal to that offered by the Offeror to the Offeree and in the same conditions, which shall be binding for the Offeree, in which case the transfer of Shares and payment of the corresponding price must be performed within fifteen (15) calendar days following the notice. If the Offerer has not notified the Offeree in writing within the referred to 180 calendar days, the acceptance of the offer made by the Offeree shall be conclusively considered to have been accepted and the transfer must be carried out within fifteen (15) days after the conclusion of the referred to time period. During this term the Offeror is compelled to purchase the shares of the Offeree in the indicated terms and such Offeree shall be compelled to sell them. The time periods set out in this Clause may only be modified under the circumstances stipulated in Clause sixteen.

TENTH: TRANSFER

None of the PARTIES to this Agreement may transfer its rights and obligations under this Agreement without the prior written consent of the other PARTY.

If JBE or PRICESMART should transfer their Shares to any affiliate company or to third parties, once the conditions contemplated in this Agreement have been met, the assignee must assume the obligations of the assignor shareholder under this Agreement and must sign an Amendment to this Agreement confirming its assumption of the obligations.

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In such event, the Company’s share certificates must include the following statement:

“The assignment, transfer, endorsement or conveyance of the Shares represented by this certificate is subject to the conditions and limitations contained in the Articles of Incorporation and the Shareholders’ Agreement entered into on September 29, 2008. In order for any type of assignment, transfer, endorsement or conveyance to be binding on the Company, the assignees or purchasers must accept the conditions of the before mentioned Agreement, signing a counterpart of such. A copy of the Agreement may be reviewed at the head offices of the Company.”

ELEVENTH: TAXES AND COSTS

Each of the PARTIES must pay the taxes incurred (including, but not limited to, income, dividends and capital gains taxes) because of the transactions referred to or contemplated in this Agreement.

Likewise, JBE and PRICESMART hereby agree that all costs relating to the formation of the Company and the implementation of the PROJECT (including, but not limited to, any taxes generated by the construction of such) shall be borne by the Company and if such lacks the resources to bear such payment, then such shall be borne by JBE and PRICESMART, in proportion each company’s ownership stake in the Company at the time of each expense.

Each of the PARTIES shall, on its own account, bear the professional fees and expenses involved in the consultancy regarding this transaction and any other relating to such.

TWELFTH: CONFIDENTIALITY

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In accordance with the aforementioned, JBE understands and accepts that PRICESMART is solely owned by PriceSmart, Inc., a public company, and that as such, PriceSmart Inc. has certain disclosure obligations as per the rules and regulations applicable to such (which may include, among other duties, the public disclosure of this Agreement and/or significant terms of this Agreement and/or financial results of the Project).

THIRTEENTH: PROJECT DEVELOPMENT

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FOURTEENTH: ADMINISTRATIVE SERVICES

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It is hereby understood that the PARTIES may modify those requirements as necessary at a duly convened Shareholders Meeting.

Each subsequent year while this Agreement is in effect, at least forty-five (45) calendar days before the end of the fiscal year, PRICESMART shall prepare the annual budget of the Company for the following fiscal year, and such shall be subject to the consideration and approval of the Board of Directors. The annual budget shall take effect only if it is approved by all of the Board Members of the Company. If the Board of Directors should for any reason not approve the annual budget for the following fiscal year at least fifteen (15) calendar days before the end of the fiscal year in progress, then the annual budget for that fiscal year in progress (excluding the Construction Administration Services and Leasing Service fees) shall be automatically approved for each month of the following fiscal year until the new annual budget is definitively approved.

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FIFTEENTH: NOTICES

Any notice or communication sent in connection with this Agreement must be in writing and shall be considered to have been duly sent and received if it is personally delivered (with stamp or signature of receipt) or delivered by certified mail or fax to the following addresses:

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Exhibit 10.12

CERTAIN MATERIAL (INDICATED BY “[#]”) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

FUNDACIÓN TEMPUS FUGIT

AND

PRICE SMART PANAMA, S.A.

Shareholders’ Agreement

Panama, September 24, 2008

FUNDACIÓN TEMPUS FUGIT

AND

PRICE SMART PANAMA, S.A.

Shareholder Agreement

Contents

Fundación Tempus Fugit and Price Smart Panamá, S.A. Shareholder Agreement.

SHAREHOLDERS’ AGREEMENT

By and between the undersigned, namely, [#], male, Panamanian, of legal age, with Personal Identity Card No. [#], acting on behalf and in representation of FUNDACIÓN TEMPUS FUGIT, a private foundation organized and established in accordance with the laws of the Republic of Panama (hereinafter “THE FOUNDATION”), on the one hand; and, on the other, ERIC TORRES, male, US citizen, of legal age, with passport number [#], who stated to dominate the Spanish language and therefore not need an interpreter, acting on behalf and in representation of PRICESMART PANAMÁ, S.A., a corporation duly organized and established in accordance with the laws of the Republic of Panama, (hereinafter “PRICESMART” and, along with THE FOUNDATION, each of them shall hereinafter be identified as a “Party” and, collectively, as the “Parties”).

WHEREAS

On the date of execution of this Shareholder Agreement (hereinafter, the “Agreement”), THE FOUNDATION and Mr. [#] (hereinafter “[#]”) are the sole shareholders with equal stock in the Panamanian corporation known as GolfPark Plaza S.A. (hereinafter, the “Corporation”);

On the date of the execution of this Agreement, the Corporation: (i) is the owner of property No. 281771, registered under Document 1330529 of the Property Section, Province of Panama (hereinafter the “Property”), with a surface measuring THIRTY-EIGHT THOUSAND THREE HUNDRED AND THIRTY ONE POINT THIRTY-FOUR SQUARE METERS (38,331.34 m2), whose boundaries and other details are recorded in the Public Registry, free of all liens, up-to-date on its taxes and free of every obligation, and with those easements indicated in the Registry and that are described in Annex D of this Agreement, and are an integral part of such;

PRICESMART wishes to acquire from [#], and [#] wishes to sell to PRICESMART, free of all liens and updated with regards to taxes, all the shares of the Corporation owned by [#], and PRICESMART and the FOUNDATION wish to jointly develop and operate a commercial real estate project, on the property , consisting of a shopping complex and related improvements (hereinafter, the “Project”); and

Along with the execution of this Agreement, PRICESMART shall acquire all the share capital of the Panamanian corporation known as Weinar Resources Inc. (hereinafter, “Weinar”), the sole owner of property No. 285351, registered under Document 1421021 of the Property Section, Province of Panama, (hereinafter “Property”), with a surface area of THREE THOUSAND ONE HUNDRED AND SIXTY-ONE POINT EIGHTY-ONE SQUARE METERS (13,161.81 m2), whose boundaries and other details are recorded in the Public Registry, which is located next to the Property;

NOW, THEREFORE, the Parties sign this Agreement, in accordance with the terms and conditions contained in the following

CLAUSES

FIRST : THE CORPORATION

The Parties hereby agree that the primary objective of the Corporation is the development of the Project. Nonetheless, the Corporation may, in accordance with that stated in its articles of incorporation, perform every type of licit activity in the Republic of Panama.

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SECOND : SHAREHOLDERS OF THE CORPORATION

The share capital of the Corporation is made up by FIVE HUNDRED (500) common shares without a face value, all with a voting right (hereinafter referred to as the “Shares”). The Shares are common shares of two classes and confer the same rights per share to their holders, except with regard to electing and removing the directors, as provided for in this Agreement.

2.1 SHARE OWNERSHIP:

[#] and the FOUNDATION, have subscribed and are each, respectively, the owners of TWO HUNDRED AND FIFTY (250) shares of the Corporation, free of liens, taxes and obligations.

2.2 ACQUISITION OF THE PRICESMART SHARES:

The Parties hereby declare and state that, along with the signing of this Agreement, [#] and PRICESMART have subscribed a share purchase agreement through which [#] truly and effectively sells to PRICESMART, all its shares in the Corporation, that is to say, TWO HUNDRED AND FIFTY (250) shares (hereinafter, the “PRICESMART Shares”) for the global, sole, final and agreed on sum of FOUR MILLION SIX HUNDRED AND FIFTEEN THOUSAND SIX HUNDRED AND NINETY-SIX DOLLARS AND SEVENTY CENTS (US$4,615,696.70) (hereinafter, the “Price of the PRICESMART Shares”).

2.3 ADDITIONAL CONTRIBUTIONS OF CAPITAL:

The Parties acknowledge that the initial total value of the Shares of the Corporation equals the sum of NINE MILLION TWO HUNDRED AND THIRTY-ONE THOUSAND, THREE HUNDRED AND NINETY-THREE DOLLARS AND FORTY CENTS (US$9,231,393.40), corresponding to the sum of FOUR MILLION SIX HUNDRED AND FIFTEEN THOUSAND SIX HUNDRED AND NINETY-SIX DOLLARS AND SEVENTY CENTS (US$4,615,696.70), with regard to their respective two hundred and fifty (250) Shares of the Corporation.

The Parties are compelled to make the additional contributions of capital to the Corporation, in accordance with the detailed schedule of the additional contributions referred to in Section 6.4 of this Agreement.

In the event that the Board of Directors should consider it necessary or convenient to require the Parties to make additional contributions of capital to the Corporation (whether through cash contributions, contributions in kind, shareholder loans, external financing, or any other method), the grounds shall be stated in a resolution, , which must be approved by all the Board Members of the Corporation. Such resolution shall establish the sum of the contribution of each of the Parties (which must be proportional to its shareholding) and shall set the term that the Parties shall have to make such contribution or, in the event of the nonpayment of all or part of such contribution, the term and form in which they must notify the Corporation and the other Party of such situation.

In the event that one of the Parties (the “Defaulting Party”) notifies the other Party that it will not make all or part of the contribution required by the Board of Directors, or if the Defaulting Party does not make all or part of the required contribution during the term set out for such effects by the Board of Directors, the other Party (the Non-Defaulting Party) may, as soon as possible and in every event before a term of SIXTY (60) calendar days, starting as of the date on which it receives such notice, or as of the date on which the contribution should have been made, whichever should occur first, and once it has made the corresponding contribution of capital, carry out one of the following options:

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2.4 RESTRICTIONS

No Shareholder shall pawn, mortgage, impose any charge nor in any way tax, whether directly or indirectly, and whether fully or partially, its Shares in the Corporation, its right of use on such Shares and on any rights deriving from or ascribed to such (including voting rights and the right to perceive dividends), without the specific prior and written consent of the other Shareholder.

With regard to any right or obligation by virtue of this Agreement or the Articles of Incorporation, or other right or obligation corresponding to a Shareholder of the Corporation, no Shareholder shall pawn, mortgage, impose any charge or in any way tax, whether directly or indirectly, and whether fully or partially, such rights of use on such rights or obligations, or the rights deriving from or ascribed to such, nor shall constitute or intend to constitute any trust whatsoever on such rights or obligations without the prior specific and written consent of the other Shareholder.

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Likewise, the Corporation shall have SIX (6) Deputy Board Members that shall take the place of the Board Members upon their absence. Each of the Parties may appoint THREE (3) Deputy Board Members. The first Deputy Board Members are:

Each Party may remove and replace any of its Board Members and Deputy Board Members at any time, and may also fill any vacancy of their respective Board Members and Deputy Board Members.

3.2 Notwithstanding the aforementioned, the Parties expressly agree that when the Parties do not have the same shareholding in the Corporation, they may name the Board Members and Deputy Board Members of the Corporation in accordance with the following distribution:

3.3 The Board of Directors shall exercise all its powers in the Corporation, except for those reserved for the Shareholders by law, the articles of incorporation, the bylaws or this Agreement. The Board of Directors shall meet, without requiring a prior call, at least FOUR (4) times a year, holding ONE (1) meeting per quarter, and such shall be held on the first Thursday that is simultaneously a workday in both the Republic of Panama and the United States of America, during the months of February, May, August and November, at 10:00 am at the administrative offices of the Project. The Parties agree that until such offices are built, the meetings shall be held at the place agreed on by the Parties. Notwithstanding the above stated, the Parties may agree on different dates to hold the ordinary meetings. In this event, notices must be sent to the address that each Board Member has provided to the Corporation, in writing and ten (10) workdays in advance. In the event that quorum is not obtained in any of the before mentioned dates or any Board of Directors’ meeting

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that is validly called, the Parties agree that any Board Member present may send a second call to all the Board Members to hold a meeting of the Board of Directors within five (5) and seven (7) workdays after such notice, as long as the date of the second meeting is simultaneously a workday in both Panama and the Unites States of America. Such call must be sent in writing to all the Board Members, to the address that each of the Board Members provided to the Corporation, within two (2) workdays following the unsuccessful meeting.

The duties of the Board of Directors shall include, but are not limited to, reviewing and approving the changes proposed to the Schedules, Project Master Plan, Annual Budget, Procurement of Financing Facilities, Additional Financing from the Shareholders, Approval of Agreements (including, without any limitation, building and management contracts as well as the hiring of key personnel members) and reviewing the results based on the previously established objectives.

3.4 Notwithstanding the aforementioned, the Chairman or the Secretary of the Corporation, upon prior written notice of at least ten (10) calendar days in advance, may call for an extraordinary Board meeting, indicating the date, place and matters to be considered, as long as the date is a workday, both in the Republic of Panama and in the United States of America. Notices must be sent to the address that each Member has provided to the Corporation. Extraordinary meetings may be held without requiring a call if all the Board Members or their respective Deputy Members are present or duly represented in such.

3.5 The Board of Directors may meet in person, by phone conference or video conference or by any means of electronic communication as long as all the Board Members participating in the meeting are able to listen to one another. Any agreement reached in a Board meeting that is duly constituted, may be made without requiring a meeting if the agreement is recorded in a written document and signed by all the Board Members or their respective Deputy Members. Nonetheless, the Parties hereby agree that at least ONE (1) meeting a year shall be held in person. The decisions adopted in Board of Directors meetings must be recorded in written minutes, which must be signed by the Chairman and Secretary of the Corporation.

3.6 Each Board Member shall have the right to one vote and all agreements of the Board shall be approved by half plus one of the Members who are present, except for those matters that according to this Agreement or the applicable regulations in the Republic of Panama require another type of majority.

3.7 The necessary quorum to hold a meeting and deal with the agenda in a Board of Directors meeting shall be four (4) Board Members, two (2) of which shall be designated by THE FOUNDATION and the other two (2), by PRICESMART, or their respective deputies. In the event that the shareholding should vary between the Parties, quorum shall be constituted of four (4) Board Members, and each of the Parties shall represent at least one (1) Board Member in the meeting, as long as the Party holds at least 17% of the shares making up the capital, as per that stated in Section 3.2 above. Notwithstanding the before stated, if none of the Board Members or Deputy Board Members appointed by a Party are present in a Board meeting, or in the respective second call to such meeting, at the discretion of the other Party, such lack of quorum may be taken as a blockage situation, according to that contained in Section 6.6 below.

FOURTH : DIRECTORS AND LEGAL REPRESENTATION

4.1 The Corporation shall have SIX (6) directors and each Party shall therefore designate THREE (3) directors. THE FOUNDATION shall designate the individuals who will hold the positions of Chairman, Treasurer and one Regular Board Member and PRICESMART shall designate the individuals who will hold the positions of Vice Chairman, Secretary and one Regular Board Member. The first Directors of the Corporation shall be the following:

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Each Party may remove and replace its Directors at any time, as well as fill the vacancies of their Directors. Notwithstanding the aforementioned, the Parties expressly agree that when the Parties do not have the same shareholding in the Corporation, they may appoint the Directors of the Corporation in accordance with the following distribution:

4.2 The Parties hereby agree that the articles of incorporation of the Corporation shall establish that Legal Representation of the Corporation shall be held by the Chairman, in the absence of such, by the Vice Chairman, in the absence of both, by the Secretary, in the absence of all three of them, by the Treasurer, and in the absence of them all, Legal Representation shall be held by that person designated for such purposes by the Board of Directors.

FIFTH : MEETING OF SHAREHOLDERS

The Shareholder Meeting of the Corporation shall be called once it is considered to be necessary by one of the shareholders and with the frequency set out in the Articles of Incorporation and at least once (1) a year.

The call must be made in writing and delivered to all the shareholders of the Corporation, a minimum of ten (10) and a maximum of twenty (20) calendar days prior to the proposed date for the meeting, except if the shareholders waiver such right in writing. Quorum for a Shareholders Meeting shall be constituted by the physical presence or representation of the shareholders with half plus one of the voting, issued and outstanding shares. In the event that a quorum is not reached in a validly called Meeting of Shareholders, the Parties agree that the shareholder present in such first call must issue a second call to hold the Shareholders Meeting. The second call must comply with the same formalities of the first call, and must occur within two (2) calendar days following the date of the first call. The Shareholders Meeting must be held between five (5) and seven (7) workdays after the second call, as long as the date is a workday both in the Republic of Panama and in the United States of America.

Notwithstanding the aforementioned, if one of the shareholders does not attend a Shareholders Meeting nor the respective second call to such meeting, in such way that the quorum is not reached, at the discretion of the other shareholder, such lack of quorum may be considered as a blockage situation, in accordance with that stated in Section 6.6 below.

The resolutions adopted at the Shareholders Meeting must be recorded in written minutes , which must be signed by the Chairman and Secretary of the Corporation.

Decisions made by the Shareholders Meeting of the Corporation must be approved by the vote cast by the holders of half plus one of the voting, issued and outstanding shares that are present or duly represented in the Meeting.

Any agreement that may be reached in a Shareholders Meeting that is duly constituted may be reached without requiring a meeting, if such agreement is recorded in a written document and signed by all the shareholders of the Corporation.

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SIXTH : ADMINISTRATION

6.1 Except for that provided in the Third Clause, PRICESMART shall be in charge of the daily administration of the operations of the Corporation with regard to the negotiation and signing of lease agreements in accordance with the operative budget, as well as the construction and property administration, lease of storefronts and, lastly, the operation of the Project. Such administration shall be carried out in accordance with the parameters and authorizations that have been set out and granted for such purpose by the Board of Directors. PRICESMART (and/or staff hired by PriceSmart Inc., or by a subsidiary of PriceSmart Inc. or its subsidiary) shall be in charge of: (i) directing and managing the design, development and construction of the Project (including matters related to the drawing up, engineering, architecture and tender of building contracts (hereinafter collectively referred to as the “Building Administration Services”); (ii) identify possible leaseholders, as well as negotiate and write up the respective lease contracts (hereinafter collectively referred to as the “Lease Services”); and (iii) in general, supervise the operation and administration of the Project, once it is in operation.

While this Agreement is in effect, PRICESMART is compelled to submit quarterly reports on its management for the consideration of the Board of Directors of the Corporation, in its four (4) ordinary meetings. The Board of Directors of the Corporation may approve or disapprove such reports, make recommendations or take those measures it considers necessary regarding PRICESMART and the carrying out of its responsibilities as Building Administration Service and Leasing Service suppliers of the Corporation.

6.2 Notwithstanding the aforestated, the Parties hereby agree that the Corporation shall hold PRICESMART and its directors, employees and agents, harmless and free of any responsibility in which it may incur in exercising its powers of administration conferred by this Agreement, except if such responsibility is a result of fraud or serious fault by PRICESMART.

6.3 PRICESMART (and/or its affiliate companies referred to in Section 6.1) shall be compensated by the Leasing Services, as of the date established by the Board of Directors, as follows. For the first year, the rate for the Lease Services shall be equal to the sum of fifty-four thousand and two hundred US dollars (US$54,200.00). For each following year, PRICESMART must submit the rate for the Lease Services proposed for the following year to the Board of Directors, at least ninety (90) days before the beginning of the next fiscal year, for the approval of the Board. The Parties agree that: (i) such rate shall not include possible third party costs (such as broker fees, if applicable), and all such possible costs must be previously approved by the Board of Directors, and, if this is the case, must be paid by the Corporation; and (ii) this rate, once it is previously approved, shall not be subject to review or modification without the unanimous approval of the Board Members of the Corporation. The total sum of payments made to PRICESMART for this service shall be covered with funds from the common area maintenance (“CAM”) fees charged to the leaseholders of the Project storefronts, unless the Board of Directors approves otherwise. Until the construction of the Project concludes, charges by PRICESMART for this service shall be capitalized.

PRICESMART (and/or its affiliate companies referred to in Section 6.1) shall be compensated for the Building Administration Services as follows. Each portion of the Project that is built by the Corporation shall be presented to the Board of Directors for its prior approval. Such presentation will include the estimated costs and expenses for the construction (including the expected costs of engineers, surveyors, architects and construction costs themselves), which, if disapproved by the Board of Directors, must be paid by the Corporation. The charges corresponding to Building Administration Services shall also be paid by the Corporation and shall equal three point five percent (3.5%) of the direct cost of construction that has been approved.

6.4 The Parties agree to make contributions of capital and pay for all the necessary costs to execute the Project, in accordance with the general budget, the preliminary schedule, the financing program and the

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detailed schedule of the contributions of capital, which are based on the preliminary plans, projections and estimates prepared during stages prior to the execution of this Agreement. Such general budget, preliminary schedule, financing program and detailed contribution of capital schedule are attached as Annex A and are an integral part of this Agreement. If one Party does not make the required contributions, the provisions contained in Section 2.3 of this Agreement shall apply.

It is understood that the Parties may modify these requirements as necessary.

During the effectiveness of this Agreement, forty-five (45) days before the end of each fiscal year, PRICESMART shall prepare the annual budget of the Corporation for the following fiscal year, which shall be subject to the consideration and approval of the Board of Directors. The annual Budget shall be effective only if fully approved by the Board Members of the Corporation. If the Board should for any reason disapprove the annual budget for the following fiscal year, at least fifteen (15) days before the end of the ongoing fiscal year, (excluding the Building Administration Services and Lease Services) such shall be automatically approved for each month of the following fiscal year, until the new annual budget is definitively approved by the Board of Directors.

6.5 The Parties hereby agree that the Corporation shall prepare and keep its accounting records and financial statements through the employees of the Corporation or a qualified accounting firm (with monthly financial statements for the Parties), in accordance with the generally accepted accounting principles and that such shall be audited each year by an internationally renowned accounting firm, which shall be approved by the Board of Directors. Every expense related to these matters shall be paid for by the Corporation. The end of the fiscal year for the Corporation shall be August thirty-first (31). The audited statements of the Corporation that have been reviewed and approved by the Board of Directors shall be final and only subject to review if so required by a competent government authority or if the Board of Directors considers it appropriate by majority decision.

6.6 If it is not possible to reach one or more agreements at least during two (2) Board of Directors Meetings or two (2) Shareholders Meetings, or if a Board Meeting or Shareholder Meeting has not been able to be held due to lack of quorum in the first and second calls, blockage will be deemed to have occurred if as a consequence of such blockage, according to the reasonable opinion of any of the shareholders, one of the following situations should occur:

If blockage is generated in accordance with the above paragraphs, the Parties must immediately start a mandatory conciliation process before the Conciliation and Arbitration Center of the Chamber of Commerce, Industry and Agriculture of the Republic of Panama, as per its respective regulations. If an agreement is not reached in the previously cited process during a term of thirty (30) calendar days, starting as of the date on which such began, then the following process shall be implemented:

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Within five (5) calendar days following the end of the mandatory conciliation process, the Party that has not attended a Shareholders Meeting in the first and second call, or the Party whose Board Members or Deputy Board Members have not attended a Board of Directors meeting in the first and second call, in both cases giving rise to a lack of quorum that does not allow the meeting to be held, or the Party that has declared a situation of blockage in accordance with the provisions in points (a) to (e) of this section (the “OFFEROR”) must present an offer, in writing, to the other Party (the “OFFEREE”) for the entire, and no less than the entire, purchase of the shares of the Offeree in the Corporation. The Offeror shall specify the price to pay, in cash, for each of the Shares of the Offeree, in its offer.

Within ten (10) calendar days following the Offeree’s receipt of the offer made by the Offeror, the Offeree must notify the Offeror (i) of its intention of accepting the Offeror’s purchase offer, and the transfer of Shares and payment of the corresponding price must be executed within seven (7) calendar days following the notice of acceptance, or, on the contrary, (ii) purchase all of the Offeree’s shares in the share capital of the Offeree in the Corporation for a price equal to that offered by the Offeror and on the same conditions, and the transfer of Shares and payment of the corresponding price must be made within seven (7) calendar days following the notice.

If the Offeror does not provide written notice to the Offeror within the referred to ten (10) calendar days, such shall conclusively be considered to have accepted the offer made by the Offeror, and the transfer of Shares must be performed and the corresponding price paid within seven (7) calendar days following the conclusion of the referenced term. During this term, the Offeror is compelled to purchase the shares of the Offeree in the indicated terms and the Offeree shall be compelled to sell them.

In the event that three (3) years have elapsed as of the date of issuance of the Shares, the party wishing to put an end to the relationship with the other party may use the share transfer procedure contained in the Seventh clause of this Agreement.

SEVENTH : TRANSFER OF SHARES

7.1 Except for that provided in Sections 7.2 and 7.3, the Parties may not dispose nor agree to dispose of their Shares in the Corporation for a term of three (3) years, starting as of the date of this Agreement. Once the initial term has expired, if one of the Parties wishes to dispose of its Shares in the Corporation (except for the transfers referred to in Sections 7.2 and 7.3), such Party must do so in accordance with the terms and conditions of this Seventh Clause.

7.2 If one of the Parties wishes to transfer its Shares to an Affiliate legal entity, the assignor must notify the Corporation and the other Party, and must provide irrefutable and sufficient proof regarding the status of the Affiliate in such entity. For such purposes , an “Affiliate” company of PRICESMART shall be considered as that in which at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares are owned by PRICESMART, that which holds at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares of PRICESMART, or that having a common shareholder with PRICESMART, which holds at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares of PRICESMART and the Affiliate. For its part, the “Affiliate” company of THE FOUNDATION shall be that in which at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares is owned by the beneficiaries. THE PARTIES agree that the Corporation may at all times have a maximum of two (2) shareholders.

7.3 The Board of Directors of the Corporation shall have fifteen (15) calendar days, starting as of the date on which it receives written notice from the Party assigning or transferring its shares to an Affiliate company, to verify that the conditions reflected in the previous paragraph have been met, and may not deny authorization without just cause. If the Board of Directors does not respond within the described term, the proposed transfer shall be construed as accepted.

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7.4 Any other assignment or transfer of Shares other than those contemplated in the previous paragraphs shall be subject to the first refusal right of the other Party, as per that set out in this Agreement. The exercise of such right as set out in this document must be reflected in the Articles of Incorporation of the Corporation.

7.5 If any of the shareholders of the Corporation (the “Offeror Shareholder”) decides (a) to transfer its Shares, for any reason or cause, or (b) to seek potential buyers for its Shares, it must notify the Corporation and the other shareholder (the “Remaining Shareholder”) in writing about such decision and inform such of the nature of the transfer it intends to perform, the price and the name of the person to whom it shall transfer its Shares (the “Third Party Purchaser”); and present the formal offer of sale of its Shares, the minimum price it will accept for such and the other conditions of the proposed operation. The purpose of such notice shall be that the Remaining Shareholder may chose, within twenty (20) calendar days as of the date upon received the notice, to exercise (i) its first refusal right regarding the Shares that are for sale in the terms contained in the notice, offering to pay the same sum of money and on the same conditions as those described in such notice for such shares, or (ii) its right to sell all the Shares it owns to a Third Party Purchaser on the same terms and conditions set out in the notice, who in this event shall be compelled to purchase the entirety of the offered Shares. If the Remaining Shareholder states that it does not wish to acquire the Shares nor sell its own Shares to the Third Party Purchaser, or does not reply within the established term, the Offeror Shareholder may freely offer its Shares to the Third Party Purchaser, as long as it does so for the same price and payment conditions. It is understood that the Parties may not perform partial sales of their Shares in favor of third parties and that each and every sale of Shares performed in accordance with the stipulations of this Clause shall only be payable in cash.

7.6 If the Remaining Shareholder should decide to exercise its first refusal right, or chose to sell its own Shares to the Third Party Purchaser, the Parties shall have a term of ten (10) calendar days to perfect the transfer of Shares, which may be extended in case any government or other type of authorization is required. Once the twenty (20) calendar day term has expired without any reply from the Remaining Shareholder with regard to the exercise of the purchase or sale options provided herein or the expiration of the ten (10) calendar day term without the transfer of Shares being transferred to the Remaining Shareholder, as long as the expiration of this term is not due to acts or omissions by the Offeror Shareholder, the Offeror Shareholder shall have thirty (30) calendar days to sign the Share Transfer Agreement with the Third Party Purchaser. Otherwise, it must again notify and newly grant the first refusal right.

7.7 In accordance with the Tenth Clause below, in any assignment or transfer of Shares that is allowed, the acquiring party must, simultaneously with the transfer in question, subscribe its acceptance of all the terms of this Agreement and, consequently, assume all the rights and obligations contained in such. Likewise, the Third Party Purchaser must meet the suitability and ethical quality standards acceptable for the Remaining Shareholder, while this party holds at least ten percent (10%) of the issued and outstanding shares of the Corporation.

7.8 Shares may be transferred, conveyed or be the object of any other type of provision only as per that which is specifically allowed for and in accordance with the applicable procedures specified in the Articles of Incorporation of the Corporation and in this Agreement, and this Agreement shall prevail over the Articles of Incorporation in the event of conflict. The Party transferring its shares shall bear all the expenses derived from such transaction, to be carried out in strict compliance with the terms and conditions set out in this Agreement.

7.9 Notwithstanding that provided in this Clause, THE FOUNDATION hereby declares and states that it shall not, fully or partially, transfer, assign, sell nor convey its Shares in favor of Wal-Mart Stores, Inc., SHV Holdings, N.V. (Makro), Dayton Hudson Corporation, Kmart Corporation, The Home Depot, Inc., Office Depot, Inc., Costco Companies, Inc., Carrefour, S.A., BJ’s Wholesale Club, Inc.,

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or any individual or legal entity affiliated to such, or any line of business that competes with PRICESMART.

7.10 Notwithstanding that provided in this Clause, PRICESMART hereby declares and states that it shall not, fully or partially, transfer, assign, sell nor convey its Shares in favor of Industrias Lácteas, S.A., Nestlé de Panamá, S.A., Refrescos Nacionales, S.A. (Nevada), Productos Lácteos, S.A. (Prolacsa), or any individual or legal entity affiliated to such, or dedicated to the production, marketing and sale of dairy products or beverages.

EIGHTH . PREEMPTIVE RIGHT REGARDING SUBSCRIPTION AND ACQUISITION.

In the event of an increase of capital authorized by the Corporation or in the event that the shares held in the treasury of the Corporation are intended for sale , except for that provided in Sections 2.3 (b) and 2.3 (d) of this Agreement, each of the Shareholders registered to such date shall have the preemptive right to subscribe or acquire the Shares, whose issuance is being considered or Shares of the treasury whose sale is considered, as may be the case, in proportion to the Shares that the Shareholder holds, at such time, in the issued and outstanding capital of the Corporation.

The Shareholder must exercise this right and pay the value within the term established by the Board of Directors, which shall not be less than ten (10) nor more than twenty (20) calendar days. Once this term has expired, those Shares that have not been subscribed or acquired by one of the Shareholders, as well as the Shares that a Shareholder has agreed to acquire but has not paid within the term set by the Board of Directors, shall be offered during a second round to the Shareholder who has agreed to subscribe or purchase the Shares that were offered to the Shareholder.

Once the term set by the Board of Directors of the offering corporation for the second offer has expired, the remaining Shares may be freely offered and sold to third parties

NINTH : DIVIDEND POLICY

9.1 Except for that established in Clause 2.3 (c), the Board of Directors shall declare every available profit according to law as a dividend, except for the withholdings or reserves that the Board of Directors considers appropriate for maintaining the work capital, early investments of capital for the Project, and the normal line of business of the Corporation’s operations.

9.2 The Board of Directors shall make the previous statement on the first (1 ^st ) of November of each year, at the latest, and distribute the dividends on December thirty-first (31) of each year, at the latest.

9.3 Shareholders shall ensure that the Board members appointed by them always vote on the distribution and/or ratification of dividends in accordance with this Clause.

9.4 The Shareholders are bound to have their respective Board members approve the dividend policy reflected in this Agreement during the first meeting of the Board of Directors.

TENTH : ASSIGNMENT

None of the Parties of this Agreement may transfer their rights or obligations under this Agreement without the prior and written consent of the other Party.

In the event that THE FOUNDATION or PRICESMART should transfer their Shares to any subsidiary or Affiliate company or to third parties, once the conditions contemplated in this Agreement have been met, the assignee must undertake the obligations of the assignor Shareholder under this Agreement and must sign a duplicate of this Agreement, in this respect.

Share certificates of the Corporation must include the following text:

“The assignment, conveyance, endorsement or transfer of the Shares represented by this Certificate is subject to the conditions and limitations contained in the Articles of Incorporation and the Agreement between the Shareholders entered into on September      , 2008. In order for the

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assignment, conveyance, endorsement or transfer, for any reason, to take effect before the Corporation, the assignees or purchasers must accept the conditions of the aforementioned Agreement, signing a duplicate of such. A copy of this Agreement may be reviewed at the headquarters of the Corporation.”

ELEVENTH : TAXES AND COSTS

Each of the Parties is compelled to pay the taxes corresponding to it (including, without limitation, income taxes, taxes on dividends and due to increases in capital) by virtue of the transactions referred to or contemplated by this Agreement.

Likewise, THE FOUNDATION and PRICESMART hereby agree that costs related to the formation of the Corporation and implementation of the Project (including, without limitations, any taxes produced by the construction of such) shall be borne by the Corporation and if the Corporation does not have the resources to pay such, shall be borne by THE FOUNDATION and PRICESMART in a proportion equal to their shareholding in the Corporation at the time that each expense is incurred in.

TWELFTH : CONFIDENTIALITY

12.1 Each Party shall keep business information, all information related to the Project and all confidential information of the other Party to which it may in any way have access, as well as the content of this Agreement or any agreement or document mentioned in this Agreement , under strict reservation and confidentiality and shall in no way nor for any purpose disclose or make public the aforementioned to third parties, by any means whatsoever, except according to that provided in this Agreement, without the prior written consent of the other Party.

12.3 Notwithstanding that provided in this Clause, this Agreement as well as commercial and other confidential information may be disclosed if such disclosure:

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In accordance with the above mentioned, the FOUNDATION understands and agrees that the only owner of PRICESMART is PriceSmart Inc., a public company and, as such, PriceSmart Inc. has certain disclosure obligations in accordance with the rules and regulations applying to such (which may include, but is not limited to, the public disclosure of this Agreement and/or the material terms of this Agreement and/or financial statements of the Project).

THIRTEENTH : PROJECT DEVELOPMENT

13.1 PRICESMART shall develop a membership shopping warehouse on the Property under the format commonly known as “PriceSmart Membership Shopping” (the “ PriceSmart Warehouse” ). The Parties understand and agree that the PriceSmart Warehouse and the Project shall be mutually beneficial. Therefore, the Parties agree that the Corporation shall not cause any part of the Project to be detrimental to the PriceSmart Warehouse, and that the Project shall be developed and operated in accordance with the criteria set out in the Master Plan of the Project, attached to this Agreement as Annex A, including, without limitation, the requirements regarding density, height, use, signage, parking and maintenance (collectively, including the map of the site contained in such Annex, referred to as the “ Criteria ”). The Criteria may only be modified by unanimous agreement of the Board of Directors of the Corporation. Likewise, PRICESMART undertakes that the PriceSmart Warehouse shall not be detrimental to the Project.

13.2 Concurrently with the agreements between the Parties set out in Section 13.1 above, along with the signing of this Agreement, the Parties agree that the Corporation and Weinar will grant a public deed and shall register such deed in the Property Section of the Public Registry of the Republic of Panama, for the documentation of the Easement Agreement attached as Annex E, which is an integral part of this Agreement and that refers to certain limitations regarding the property based on the Criteria.

13.3 The Parties understand and agree that the mutual undertakings and obligations set out in this Agreement, particularly those in Sections 13.1 and 13.2, depend on the Parties, their successors and/or assignees being bound to respect the Criteria, since they would otherwise substantially reduce their value. Consequently, the Parties agree that if any or all of them agree on the assignment of their shares with a third party or reach any other agreement through which the Property or the Project would be controlled by a third party, such agreement, the assignment transaction, and any related and similar document shall establish that (i) such third party assignee and its successors and/or assignees shall be bound to comply with the Criteria (unless the Criteria have been revoked through a written agreement by the Parties); (ii) if such third party or its successors and/or assignees wish to provide their Shares in the Corporation, or dispose of the Property or the Project, or the control of the Property or the Project, to any other third party, any agreement containing the terms of such provision or any similar agreements shall contain the provisions requiring such future assignees to also be bound to comply with the Criteria (unless the Criteria have been revoked through a written agreement between the Parties); (iii) the resources available to the Party that is not a part of such agreement, assignment document or similar agreements in the event of noncompliance with any of the Criteria shall not be limited or reduced as a result of such transaction; and (iv) the Party that is not a part of such agreements, assignment documents or similar agreements, as may be the case, shall benefit from the Criteria and such agreements, assignment documents or similar agreements described in points (i), (ii) and (iii) above and may require the compliance with the above from any assignee.

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FOURTEENTH : NOTICES

Any notice or communication in accordance with this Agreement must be delivered in writing and in person or sent by Fax, email or another telecommunication mechanism to:

For PRICESMART:

PRICESMART PANAMÁ, S.A.

Esquina de Vía Brasil y Vía España

Panamá, República de Panamá

Phone: (507) 265-2311

Fax: (507) 265-5751

E-mail: etorres@pricesmart.com

Attention: Eric Torres

With a copy to:

PriceSmart Inc.

9740 Scranton Road

Suite 125

San Diego, CA 92121

USA

Attention: General Counsel

Fax: (858) 404-8828

Email: bgans@pricesmart.com

For THE FOUNDATION

FUNDACIÓN TEMPUS FUGIT

[#]

or any other address or any other person that any of the Parties has designated as a last resort by way of a notice to the other Party. Each one of the referred to notices or communications shall be effective (i) if provided by email, fax or through a means of telecommunications, when transmitted to the corresponding number that is specified in (or in accordance with) this Clause and a satisfactory reply is received from the respective system, (ii) if sent by overnight mail, one workday, and if sent by certified or registered mail, three workdays after the referred to communications have been deposited in the mail with a pre-stamped first-class envelope, addressed as explained above or (iii) if provided by any other means, when it is effectively received at the aforementioned address.

FIFTEENTH : AMENDMENTS

Any amendment, modification, addition or clarification to this Agreement must be recorded in a written agreement signed by all the Parties.

SIXTEENTH : ARBITRATION

Any dispute arising between the Parties with regard to the execution, interpretation, validity, compliance or noncompliance of this Agreement, except for that provided in Clause 6.6, shall be resolved by the parties through arbitration after attempting the conciliation between the Parties, to be held at the Conciliation and Arbitration Center of Panama, presently located at the Chamber of Commerce, Industry and Agriculture of Panamá, and shall submit to the Rules of Commercial Arbitration of the American Arbitration Association . The arbitration tribunal shall be made up of one (1) arbitrator designated by each Party, and one (1) arbitrator designated by mutual agreement between the arbitrators designated by the Parties, and in any event, the tribunal shall have no less than three (3) arbitrators. In the event that the arbitrators designated

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by the Parties do not reach an agreement regarding the appointment of the third arbitrator after fifteen (15) calendar days have elapsed as of the notice providing an invitation to carry out such appointment, the third arbitrator shall be appointed in accordance with the procedure set out in the mentioned rules and may not have a direct or indirect relationship with any of the Parties involved. Arbitration shall be held in the city of Panama, Republic of Panama, and in the Spanish language. The arbitration award shall be final and non-appealable and costs and expenses of the process must be paid for by the non-favored Party.

Expenses related to arbitration and arbitrator fees shall be borne by the Parties in equal proportion as the procedure unfolds . Fees corresponding to the respective advisors, experts and attorneys shall be borne by each Party. All this, without detriment to the obligation of the non favored party to reimburse the legal fees and expenses corresponding to the favored party. The award must state the responsibility of the non favored party with regard to fees and expenses requiring such Party to pay such fees and expenses and reimburse the favored party, if so established by the arbitrational tribunal.

Once the award has been made and is standing, it shall be considered res judicata and the Parties must comply with such award, without any delay.

Both Parties additionally, agree to expressly waive any other privilege or jurisdiction.

SEVENTEENTH : COMPLIANCE WITH THE U.S. FOREIGN CORRUPT PRACTICES ACT, (hereinafter referred to as “FCPA”)

The Parties agree that neither the Corporation, nor any of the parties, whether directly or indirectly through agents, employees, representatives (jointly, the “Representatives”) shall grant or undertake to make payments or any other objects of value to any third party for any purpose whatsoever, nor commit any other act that is unlawful under the laws of the United States of America, including, but not limited to, the FCPA. To such effect, at the time of subscribing this Agreement, the Parties hereby declare and state the following:

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EIGHTEENTH : RELATION BETWEEN THE PARTIES

This Agreement does not make any Party an agent of the other. No Party shall have the right or the authority to undertake, create or increase any obligation or promise on behalf of the other Party, nor state that it has the authority to bind the other Party in any way.

NINETEENTH : INEFFECTIVENESS OR UNENFORCEABILITY

If any provision in this Agreement is determined to be invalid, illegal or unenforceable by any government agency, the remaining provisions in the Agreement shall continue to be in force and in effect.

TWENTIETH : SOLE AGREEMENT

This Agreement and the share purchase agreements referred to in Section 2.2 of this Agreement contain all the agreements, understandings, representations, undertakings and obligations of the Parties relating to the issues contemplated in such and, therefore, supersede, replace and void any prior agreement, covenant, representation or understanding between the Parties or any of the parties, whether oral or written.

TWENTY-FIRST : APPLICABLE LAW

This Agreement shall be governed in accordance with the laws of the Republic of Panama.

BY VIRTUE OF WHICH, the Parties hereby sign this Agreement on two (2) counterparts with the same contents and effect, today, September 24, two thousand and eight (2008).

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ANNEX A

General Budget

Preliminary Schedule

Financing Program

Details Schedule of Additional Contributions to Capital

Operations Budget (CAM)

Project Master Plan

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Preliminary Proforma

Iteration date: September 12 ^th 2008

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Development Criteria:

1 unit per every 23 square meter of sales area

Signage Criteria:

Usage Criteria: Uses not permitted: supermarkets, home product stores, membership shopping clubs, discount stores, superstores, movie theaters, theaters, gymnasiums, casinos, churches, offices, businesses whose main line of business is the sale of served liquor, storefronts whose line of business is in conflict with ethics and good practices , in the management’s opinion.

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ANNEX B

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THE U.S. FOREIGN CORRUPT PRACTICES ACT

SUMMARY DESCRIPTION

The U.S. Foreign Corrupt Practices Act makes it unlawful for any employee or any agent of any U.S. company, or any subsidiary thereof, to corruptly offer, pay, promise to pay, or authorize the payment of, any money, gift, promise to give, or authorization of the giving of anything of value to any foreign official, foreign political party or official thereof, or any candidate for foreign political office (subject to certain limited exceptions) for purposes of:

Further, it is unlawful to do any of the above to any person who is not a foreign official, foreign political party or official thereof, or any candidate for foreign political office, knowing that such payment, promise, offer, etc., or a portion thereof, will be offered, given, or promised, directly or indirectly, to a foreign official, foreign political party or official thereof, or any candidate for foreign political office.

United States citizens employed by foreign-incorporated subsidiaries also are subject to the Act. The Act also applies to non-U.S. citizens who reside in the United States or who are officers, directs, employees, or agents of the companies or subsidiaries. A subsidiary of a U.S. company, which is incorporated in a foreign country, may be subject to the Act if the subsidiary or its employees aid, abet, or conspire to violate the Act, and the U.S. parent company may likewise be liable.

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ANNEX C

BENEFICIARIES OF THE PARTIES

For THE FOUNDATION

[#]

For PRICESMART

A group made up of the President and CEO Robert Price; the General Manager, José Luis Laparte; the Executive Vice President of Real Estate and Development and Director Jack McGrory; Directors Murray Galinson and Keene Wolcott; and the significant shareholder Sol Price; and their respective affiliate companies, including Price Charities and The Price Group LLC.

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ANNEX D

Property Certification granted by the Public Registry

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REPUBLIC OF PANAMA

THE PUBLIC REGISTRY OF PANAMA

No. 904888

09/19/2008

WITH APPLICATION NO. 527575 IN ITS PRESENCE ,

C E R T I F I E S:

THAT THE CORPORATION GOLFPARK PLAZA, S.A., IS THE OWNER OF PROPERTY NO. 281771. REGISTERED UNDER DOCUMENT 1330529 OF THE PROPERTY SECTION, PROVINCE OF PANAMA.                                         

LOCATION: DISTRICT HEAD OF THE PROVINCE OF SAN MIGUELITO.                                         

THAT THE SURFACE AREA OF THIS PROPERTY CONSISTS OF A FREE SPACE WITH A SURFACE AREA OF 3 HECTARES AND 8331.34 SQUARE METERS.                                         

THAT TO THIS DATE NO ENTRIES OF THE REGISTRATION LOG ARE PENDING.                                          

ISSUED AND SIGNED IN THE PROVINCE OF PANAMA, ON SEPTEMBER NINETEENTH, TWO THOUSAND AND EIGHT. AT 03:26:43 PM

NOTE: THIS CERTIFICATION PAID TAXES EQUAL TO B/. 30.00

VOUCHER NO. 08- 527575

DATE: Friday, September 19, 2008.

[Signature illegible]

TUARE JOHNSON

NOTARY PUBLIC

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ANNEX E

Easement Agreement

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PUBLIC DEED (*)

By which GOLFPARK PLAZA, S.A. hereby establishes an easement on property No. 281771, of which it is the owner, registered in the Property Section, Province of Panama.

Panama, [*] [*], 2008.                 

In the city of Panama, capital of the Republic and Head of the Notary Division bearing that same name, on (*) (*), two thousand and eight (2008), before me, DIOMEDES EDGARDO CERRUD, (Fifth) Notary of the Division of Panama, with identity card number [#], personally appeared, [#], male, Panamanian, of legal age, married, businessman, bearer of identity card number [#], acting in his capacity as President and Legal Representative of GOLFPARK PLAZA, S.A., a corporation duly registered under Index Card Six twenty-eight seven sixteen (628716) of the Microfilm (Trade) Section of the Public Registry, duly authorized according to the minutes of the Shareholders Meeting, which is included at the end of this deed, and is a part of such, on the one hand and, on the other, José E. Silva, male, Panamanian, of legal age, married, office clerk, bearer of identity card number [#], acting on behalf and in representation of WEINAR RESOURCES INC., a corporation duly registered under Index card six hundred and sixteen thousand two hundred and seventy-five (616275) in his capacity as President of the corporation, duly authorized to celebrate this act according to the Minutes of the Board of Directors Meeting, which is included at the end of this deed, and is a part of such, both of whom I attest to know and who requested that the following, as I am proceeding to do, be perfected as a public deed:                                 

First : GolfPark Plaza, S.A. states that it is the owner of Property number two hundred and eighty-one thousand, seven hundred and seventy-one (281771), registered under document one million four hundred and twenty thousand, four hundred and seventy-three (1420473) of the Public Registry Property Section of the Province of Panama, (hereinafter, the “Servient Tenement”).                         

Second : GolfPark Plaza, S.A. states that its shareholders intend to develop and operate a commercial real estate project on the property, mentioned in the above paragraph, that will consist of a commercial complex and related improvements.                                 

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Third : GolfPark Plaza, S.A., further states that it establishes a Voluntary Negative Continuous and Hidden Easement on its property number two hundred and eighty-one thousand, seven hundred and seventy-one (281771), registered under Document 1330529 of the Property Section, Province of Panama, according to sections five hundred and fourteen (514), five hundred and fifteen (515) and five hundred and seventy-three (573) of the Civil Code in favor of property number two hundred and eighty-five thousand three hundred and fifty-one (285351) registered under Redi Document number one million four hundred and twenty-one thousand and twenty-one (1421021) of the Property Section, Province of Panama (hereinafter, the “Dominant Tenement”) owned by the corporation Weinar Resources Inc., so as to expressly provide that the following activities, uses, constructions or construction developments may not be performed or carried out on the Servient Tenement or the parts of land divided from such, as per that purpose described under the above Second point, and that agreed on with the adjacent Dominant Tenement:                                 

(A) Uses (hereinafter, the “Usage Criteria”)                                 

The Servient Tenement may not be used for commercial activities related to the following types of businesses: (i) supermarkets; (ii) home product stores, (iii) membership shopping clubs, (iv) discount stores, (v) superstores, (vi) movie theaters, (vii) theaters, (viii) gymnasiums, (ix) casinos or gambling establishments, (x) churches, (xi) storefronts which main line of business is the sale of served liquor, such as bars or pubs, (xii) storefronts whose commercial activities are at odds with ethics and good practices.                                 

(B) Development (hereinafter, “Development Criteria”):                                 

With regard to that set out in the Second point, above, the Servient Tenement limits the configuration of the parking space of the project to a minimum ratio of one (1) unit for each twenty-three square meters (23m2) of sales area corresponding to the Project.                                 

Likewise, and in developing the project in accordance with the Second point, above, the density of each and every one of the future buildings to be constructed on the Servient Tenement is limited to a sales area of less than or equal to forty percent (40%) of the area of land.                                 

(C) Signage (hereinafter, the “Signage Criteria”):                                 

In accordance with that set out in the Second point, above, and in completion of the Development Criteria, the Dominant Tenement limits signage : (i) to maximum dimensions of one point two by four meters (1.2m x 4m)

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of constructions given the purpose described in section 2 above and the agreement reached with the adjoining Dominant Tenement:

(A) Usage (hereinafter referred to as “Usage Criteria”):                                 

The Servient Tenement may not be used for commercial activities related to the following types of businesses: (i) supermarkets; (ii) home product stores, (iii) membership shopping clubs, (iv) discount stores, (v) superstores, (vi) movie theaters, (vii) theaters, (viii) gymnasiums, (ix) casinos or gambling establishments, (x) churches, (xi) offices providing professional services (xii) storefronts whose main line of business is the sale of served liquor, such as bars or cantinas (xii) storefronts whose commercial activities are at odds with ethics and good practices , in the opinion of the owner of the Dominant Tenement.                                 

Likewise, and in accordance with the business purpose of the Servient Tenement, the use of such is forbidden for the construction of any type of building whose purposes relate to the practice of any type of religion and/or cult.                                 

Additionally, and as a general principle of the Servient Tenement, the use of such for any activity or business whose line of business is at odds with ethics or good practices, in the opinion of the Dominant Tenement.                                 

(B) Development (hereinafter referred to as “Development Criteria”):                                 

In view of that stated in the Second point above, the Servient Tenement restricts the conformation of the parking lot to a minimum parking relation of one (1) unit per each twenty-three square meters (23 m2) of sales area.                                 

Likewise, the development of the project in accordance with the Second point, above, shall restrict the density of each and every future building to be constructed on the Servient Tenement to a sales area of less than or equal to forty percent (40%) of the area of land.                                 

Also, in the development of the project as per that set out in the Second point, above, the maximum height of all new buildings shall be restricted to ten (10) meters.                                 

(C) Signage (hereinafter referred to as “Signage Criteria”):                                 

In accordance with that stated in the Second point above, and to complete the Development Criteria, the Dominant Tenement restricts signage to: (i) fascia to maximum dimensions of one point two meters by four meters (1.2m x 4m) at a uniform height; (ii) on the post or tower, only for the storefronts with a sales area measuring over four thousand square meters (4000 m2) and to the location of such in a single point determined by the Dominant Tenement.                                 

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uniform height for the fascia; (ii) on the post or tower, only for the storefronts with a sales area measuring over four thousand square meters (4000 m2) and to the location of such in a single point determined by the Dominant Tenement.                                 

Usage Criteria, Development Criteria and Signage Criteria are established as the restrictions of the easement constituted on the Servient Tenement in favor of the Dominant Tenement.                                 

This easement is granted for an indefinite period and shall remain in effect until the maximum period set out by the Panamanian laws and shall affect the Servient Tenement and the subsequent property divisions to be performed in the future, as of the registration of such easement in the Public Registry.                                 

Fourth : Weinar Resources Inc. states that it accepts the restrictions to the ownership and easement set out in this Deed in favor of the Dominant Tenement.                                 

The following constitutes the Minutes of the Extraordinary Meeting of the Board of Shareholders of GoldPark Plaza, S.A., Minutes of a meeting of the Board of Directors of Weinar Resources Inc. (TRANSCRIPTION OF THE MINUTES)                                 

The Notary informed the appearing parties that a copy of this instrument must be registered in the Public Registry and, having read the instrument to the appearing parties in the presence of the witnesses [*] (male/female); with identity card number [*] ([*]), and [*], (male/female), bearer of identity card number [*] ([*]), both, of legal age [Panamanians] and neighbors of this city whom I know and who are capable of exercising the position, agree with that contained herein, approved of such and signed them before me, the Notary, who hereby attests.                                 

THIS DEED BEARS THE NUMBER [*]                                                                  ( [*])                                  ( Signed)

[*]                                  [*]                                  [ *]                                  

LIC DIOMEDES EDGARDO CERRUD, NOTARY OF THE FIFTH DISTRICT OF PANAMA, THIS COPY THAT I ISSUE, SEAL AND SIGN IN THE CITY OF PANAMA, REPUBLIC OF PANAMA, ON [*] ([*]), TWO THOUSAND AND EIGHT (2008) IS IN ACCORDANCE WITH ITS ORIGINAL.                                 

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PUBLIC DEED [*]                                 

                                 ([*])                                  

Whereby GOLFPARK PLAZA, S.A., constitutes an easement on the property of its domain No. 281771, of the Property Section, Province of Panama.

Panama, [*] [*], 200[*]                                 

In the City of Panama, Capital of the Republic of Panama and Head of the Notarial District of the same name, on [*] [*], 200[*], before me, Licenciado [*], [*] Notary of the District of Panama, with identity card No. [*] ([*]), personally appeared before me [*], (male), (Panamanian), of legal age, (married), (attorney) bearer of identity card No. [*] ([*]), acting in his/her capacity as [*] of the corporation GOLFPARK PLAZA, S.A., a corporation duly registered under Index Card Six twenty-eight seven sixteen (628716) of the Microfilm (Trade) Section of the Public Registry, duly authorized according to the minutes of the Board of Shareholders Meeting, which is included at the end of this deed and is a part of such, a person whom I attest to know and who requested that I perfect the following as a public deed, as I am effectively proceeding to do:                                 

First : GolfPark Plaza, S.A. states that it is the owner of Property number two hundred and eighty one thousand, seven hundred and seventy one (281771), registered under document one million three hundred and thirty thousand five hundred and twenty-nine (1330529) of the Public Registry Property Section, Province of Panama.                                 

Second : GolfPark Plaza, S.A. states that it is the intention of its shareholders to develop and operate a commercial real estate project on the property, mentioned in the First point, above, consisting of a shopping complex and related improvements.                                 

Third : GolfPark Plaza, S.A. further states that the activities, uses, constructions or development of constructions appearing below may not be performed or carried out on its Property number two hundred and eighty-one thousand seven hundred and seventy one (281771), registered under document 13305290 of the Property Section, Province of Panama, (hereinafter, the “Servient Tenement”), it constitutes a Voluntary, Negative, Continuous and Hidden Easement in accordance with the sections five hundred and fourteen (514), five hundred and fifteen (515) and five hundred and seventy-three (573) of the Civil Code, in favor of property number [*], registered under Entry [*], Volume [*] of the Property Section, Province of Panama, (hereinafter, the “Dominant Tenement”), owned by the corporation Weinar Resources Inc., in the sense that is expressly provides for on the Servient Tenement or the parts divided from such, in attending to the purpose described in the Second point, above, and to that agreed on with the adjacent Dominant Tenement:                                 

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Usage Criteria, Development Criteria and Signage Criteria are set as the restrictions of the easement constituted on the Servient Tenement in favor of the Dominant Tenement.                                 

This easement shall be in effect throughout the legal term of the Servient Tenement and the subsequent divisions of properties from such, made in the future, as of the registration of such easement in the Public Registry. Present during this act [*], of the before mentioned general data, authorized to carry out this act by the same [*] mentioned.

Below the Minutes of the Extraordinary Shareholders Meeting of GoldPark Plaza, S.A.

[TRANSCRIPTION OF THE MINUTES].                                 

The Notary informed the appearing parties that a copy of this instrument must be recorded in the Public Registry and, having read the instrument to the appearing parties in the presence of the witnesses [*], [male/female], with identity card number [*] ([*]) and [*], [male/female], bearer of identity card number [*] ([*]), both, of legal age, [Panamanian] and neighbors of this city whom I personally know and who are capable of exercising the position, agree with, approve and sign as proof before me, the Notary, who hereby attests.                                 

THIS DEED BEARS THE NUMBER [*]                                                                       ( [*])                                   (Signed)

[*]                                  [*]                                   [*]                                  

LIC [*] , NOTARY OF THE [*] DISTRICT OF PANAMA, THIS COPY THAT I ISSUE, SEAL AND SIGN IN THE CITY OF PANAMA, REPUBLIC OF PANAMA, ON [*] ([*]), TWO THOUSAND AND [*] (200[*]) IS IN ACCORDANCE WITH ITS ORIGINAL.                                 

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