STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of
May 5, 2010 by and among PriceSmart Exempt SRL, a Barbados corporation (“PriceSmart”), and Brisbane
Trading International, Inc., a Panamanian company (“Brisbane”). For purposes of this Agreement, each of
PriceSmart and Brisbane are referred to as a “Party,” and collectively, as the “Parties.”
W I T N E S S E T H:
WHEREAS, Brisbane desires to sell to PriceSmart all of Brisbane’s shares of stock of PSMT
Trinidad/Tobago Limited, a Republic of Trinidad and Tobago company ("PSMT Trinidad"), and PriceSmart
desires to purchase from Brisbane those shares on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. AGREEMENT TO PURCHASE AND SELL STOCK. Brisbane agrees to sell to PriceSmart
at the Closing (as defined in Section 2), and PriceSmart agrees to purchase from Brisbane at the Closing, fifty
thousand (50,000) Ordinary Shares, without nominal or par value, of PSMT Trinidad ("the "Purchased Shares")
payable by PriceSmart delivering to Brisbane, at the Closing, payment of three million eight hundred thousand
United States dollars (US $3,800,000).
2. CLOSING. The purchase and sale of the Purchased Shares will take place at the offices of
PriceSmart, Inc. at 9740 Scranton Road, San Diego, CA 92121, on May 5, 2010, or at such other time and
place on which PriceSmart and Brisbane mutually agree (which time and place are referred to in this Agreement
as the “Closing”).
2.1 At the Closing, Brisbane will deliver to PriceSmart its Share Transfer Certificate, in the
form attached hereto as Exhibit "A", properly endorsed to PriceSmart.
2.2 At the Closing, PriceSmart will deliver to Brisbane a cashiers check or wire transfer
order in the total amount of three million eight hundred thousand United States dollars (US $3,800,000).
3. REPRESENTATIONS, WARRANTIES