FOR VALUE RECEIVED , the undersigned PRICESMART INC., a Delaware corporation, (the “Borrower”), promises to
pay to THE PRICE GROUP, LLC, a California limited liability company, (the “Lender”) or order, at 7979 Ivanhoe Avenue, Suite
520, La Jolla, California 92037, or such other address as may be directed in writing, the principal sum of Twenty Five Million
Dollars ($25,000,000), together with interest thereon at a rate of eight percent (8%) per annum, computed from the date hereof on
the basis of a three hundred sixty-five (365) day year, actual days elapsed.
1. Payment of Principal and Interest . All unpaid principal and accrued unpaid interest shall be due and payable in full two
(2) years from the date hereof (the “Maturity Date”).
2. Credit of Payments . Each payment under this Note shall be credited in the following order: (a) costs, fees, charges and
advances paid or incurred by Lender and for which the Borrower is obligated under the terms herein; (b) interest payable under
this Note; and (c) principal under this Note. All installments of principal and interest of this Note shall be payable in lawful
money of the United States of America. Checks constitute payment only when collected.
3. Prepayment . The Borrower may prepay in whole, or from time to time in part, and without any premium or penalty
therefor, the principal amount hereof then remaining unpaid, together with accrued unpaid interest on this Note. Any such
prepayment shall be applied first to accrued unpaid interest on this Note and the balance to principal due hereunder.
4. Interest and Default . From and after the Maturity Date the entire unpaid principal balance and accrued unpaid interest
shall automatically bear an annual interest rate equal to the lesser of: (a) twelve percent (12%) per annum or (b) the maximum
interest rate allowed by law; in lieu of the rate provided above herein.
6. Late Charge. Borrower acknowledges that default in the payment of