0000912057-02-002575 Sample Contracts

SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT BY AND BETWEEN GRUPO GIGANTE, S.A. DE C.V. and PRICESMART, INC. Dated as of January 15, 2002
Preferred Stock and Warrant Purchase Agreement • January 24th, 2002 • Pricesmart Inc • Retail-variety stores • New York

This SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (including the Exhibits and Schedules hereto, this "Agreement") is made and entered into as of January 15, 2002 by and between PriceSmart, Inc., a Delaware corporation (the "Company"), and Grupo Gigante, S.A. de C.V., a corporation organized under the laws of the United Mexican States (the "Investor"). The Investor and the Company are referred to herein individually as a "Party" and together as the "Parties."

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SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • January 24th, 2002 • Pricesmart Inc • Retail-variety stores • New York

This Shareholders' Agreement ("Agreement") is entered into as of January 15, 2002 by and between PriceSmart, Inc. ("PriceSmart") and Grupo Gigante, S.A. de C.V. ("Gigante"). Each of PriceSmart and Gigante are referred to in this Agreement as a "Shareholder," and collectively as the "Shareholders".

SERIES A PREFERRED STOCK PURCHASE AGREEMENT BY AND AMONG PRICESMART, INC. and THE INVESTORS LISTED ON EXHIBIT A ATTACHED HERETO Dated as of January 18, 2002
Preferred Stock Purchase Agreement • January 24th, 2002 • Pricesmart Inc • Retail-variety stores • New York

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (including the Exhibits and Schedules hereto, this "Agreement") is made and entered into as of January 18, 2002 by and among PriceSmart, Inc., a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each an "Investor" and, collectively, the "Investors"). The Investors and the Company are referred to herein individually as a "Party" and together as the "Parties."

RIGHT OF FIRST REFUSAL AGREEMENT BY AND AMONG GRUPO GIGANTE, S.A. DE C.V and ROBERT E. PRICE, SOL PRICE, THE PRICE FAMILY CHARITABLE FUND, THE PRICE GROUP LLC, THE ROBERT AND ALLISON PRICE TRUST, THE ROBERT & ALLISON PRICE CHARITABLE REMAINDER TRUST,...
Refusal Agreement • January 24th, 2002 • Pricesmart Inc • Retail-variety stores • Delaware

This Agreement for the Right of First Refusal to purchase stock (including the exhibits hereto, this "Agreement") is entered into as of January 15, 2002 by and among Robert E. Price, Sol Price, The Price Family Charitable Fund, The Price Group LLC, the Robert and Allison Price Trust, the Robert & Allison Price Charitable Remainder Trust, the Price Family Charitable Trust, and the Sol and Helen Price Trust (collectively the "Price Entities") and Grupo Gigante, S.A. de C.V. ("Gigante"). Each of the Price Entities and Gigante are referred to in this Agreement as a "Party," and collectively as the "Parties."

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