PURCHASE AND SALE AGREEMENT
Agreement made this 11 th day of February , 2007 by and between PFD Ivanhoe, Inc., a California corporation, (“Seller”) and
PriceSmart Inc., a Delaware corporation (“Purchaser”).
A) Seller and NJS entered into a Citation XLS Fractional Interest Purchase Agreement dated March 23, 2006 (the “Purchase
Agreement”), for the purchase of a six and one-quarter percent (6.25%) undivided interest in Citation XLS Aircraft Serial
Number 560-5611 bearing United States Registration Number N654QS (the “Aircraft”).
B) Seller and NJA entered into a Citation XLS Fractional Ownership Program Management Services Agreement dated March 23,
2006, covering the Aircraft (the “Management Agreement”).
C) Seller and SERVICES entered into a Citation XLS Master Dry-Lease Aircraft Exchange Agreement dated March 23, 2006,
covering the Aircraft (the “Master Interchange Agreement”).
D) Seller and other undivided interest owners of the Aircraft entered into a Citation XLS Fractional Owners Agreement dated
March 23, 2006, covering certain agreements among themselves (the “Owners Agreement”).
E) Seller wishes to sell and assign its rights to and obligations under the aforementioned agreements, in Recital clauses A, B, C,
and D above (referred to in this Agreement as the “Property”) to Purchaser and Purchaser wishes to and purchase Seller’s
rights and obligations under the aforementioned agreements.
NOW THEREFORE, in consideration of the mutual covenants herein the parties hereto agree as follows:
1. Purchase and Sale. Seller shall sell the Property to Purchaser and Purchaser shall purchase the Property from Seller pursuant
to the provisions of this Agreement.
2. Purchase Price. Purchaser shall pay Seller six hundred fifty-seven thousand six hundred dollars ($657,600) (the “Purchase
Price”) for the Property.
3. Closing. The closing for the purchase and sale as provided herein shall occur on February 11, 2007 at Suite 520, 7979 Ivanhoe
Avenue, La Jolla California at 1