GRANT AGREEMENT
Agreement made this 22nd day of December 2005, by and among XXX XXXXX ("Donor"),
SOL AND XXXXX XXXXX TRUST DATED FEBRUARY 20, 1970 ("SHPT") and SAN DIEGO
REVITALIZATION CORPORATION, a California non-profit public benefit corporation
("Donee").
RECITALS
A) Donor is a trustor and trustee of SHPT.
B) Donee is a charitable foundation, tax exempt under Internal Revenue Code
Section 501(c)(3).
C) On the date of this Agreement, Donor is making a charitable gift to
Donee by having shares of PriceSmart Inc. common stock, in the name of SHPT,
transferred to Donee as follows:
a) CERTIFICATES HELD BY DONOR.
CERTIFICATE #
PS 0391 700,000 Shares
PS 0489 249,975 Shares
b) SHARES HELD BY BROKER.
257,000 shares held in a brokerage account at Xxxxxx Xxxxxxx.
NOW THEREFORE, the parties agree as follows.
1. Donee accepts the gift of PriceSmart Inc. common stock referred to in
Recital Paragraph (C) above (the "Gift Shares").
2. Donor and SHPT agree that for a period of one (1) year after the gift
has been made neither Donor nor SHPT will dispose of any PriceSmart Inc. common
stock to the extent that the disposition would impinge upon Donee's ability to
sell the maximum number of Gift Shares that the Donee may be permitted to sell
within the volume limitations of Rule 144 of the General Rules and Regulations
promulgated under the Securities Act of 1933, without consent of the Donee.
3. If Donee decides to sell any Gift Shares within one (1) year after the
gift has been made, as permitted under Rule 144, Donor and SHPT will take all
actions reasonably necessary to confirm the right of Donee to sell such Gift
Shares, including the procurement, at Donor's expense, of an opinion of counsel
regarding free transferability.
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4. Donor and SHPT represent that they presently do not have any intentions
to sell any PriceSmart Inc. common stock held by them.
5. Any decision by Donee to sell or otherwise dispose of the Gift Shares
may be made by Donee in its sole and absolute discretion.
Executed as of the date first written above.
/s/ Xxx Xxxxx SAN DIEGO REVITALIZATION CORPORATION
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XXX XXXXX
by /s/ Xxxxx Xxxxxx
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SOL AND XXXXX XXXXX TRUST
DATED FEBRUARY 20, 1970
by /s/ Xxx Xxxxx
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Xxx Xxxxx - Trustee
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