0001193125-04-062335 Sample Contracts

Purchase Order Financing Agreement
Purchase Order Financing Agreement • April 14th, 2004 • Pricesmart Inc • Retail-variety stores • California

This Purchase Order Financing Agreement (“Agreement”) is made this 23rd day of February, 2004 by and between The Price Group, LLC, a California limited liability company (“TPG”) and PriceSmart Inc., a Delaware corporation (“PSMT”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 14th, 2004 • Pricesmart Inc • Retail-variety stores

This Second Amendment to Employment Agreement is made and entered into effective as of February 1, 2004, by and between PriceSmart, Inc., a Delaware Corporation (“Employer”) and William Naylon (“Executive”).

PUT OPTION AGREEMENT
Put Option Agreement • April 14th, 2004 • Pricesmart Inc • Retail-variety stores • California

THIS PUT OPTION AGREEMENT (the “Option Agreement”) is made on December 15, 2003, at San Diego, California, by and between PriceSmart, Inc. (“PriceSmart”) and the Sol and Helen Price Trust dated February 20, 1970 (the “Trust”).

FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • April 14th, 2004 • Pricesmart Inc • Retail-variety stores

This First Amendment to the Shareholders’ Agreement (“First Amendment”) memorializes the intent of the parties as of January 31, 2002, and is made 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 First Amendment as a “Shareholder,” and collectively as the “Shareholders”. Capitalized terms not defined herein shall have the meaning ascribed to them in the Shareholders’ Agreement (as defined hereinafter).

SECOND AMENDMENT TO SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • April 14th, 2004 • Pricesmart Inc • Retail-variety stores

This Second Amendment to the Shareholders’ Agreement (“Second Amendment”) is entered into effective as of November 7, 2003, and is made 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 Second Amendment as a “Shareholder,” and collectively as the “Shareholders”. Capitalized terms not defined herein shall have the meaning ascribed to them in the Shareholders’ Agreement (as defined hereinafter).

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