SHAREHOLDERS' AGREEMENT

(i)

WHEREAS, HACIENDA SANTA ANITA, SOCIEDAD ANÓNIMA, a corporation established and organized in accordance with the legislation of Cost Rica, domiciled at: Barrio Cristo Rey, Alajuela, 250 metros al oeste de Servicentro Santa Anita, with corporate identification number 3-101-003937 ( SANTA ANITA ), is the owner of the property that is registered in the Public Registry of the District of Alajuela, registration pertaining to paper record 440671-000, THE PROPERTY; from which the following plots of land are segregated: LOT ONE , consisting of an area of twenty-one thousand five hundred and seventy-six point four square meters (21576.04 m2), described in the cadastre map number A-1292311-2008; LOT TWO, consisting of an area of twenty thousand fifty-nine point seventy-three square meters (20059.73 m2), described in cadastre map number A-1274936-2008; LOT THREE, consisting of an area of four thousand nine hundred and ninety-six point forty-four square meters (4996.44 m2), described in cadastre map number A-1274271-2008; LOT FOUR, consisting of an area of one thousand five hundred and sixteen point sixty-two square meters (1516.62 m2), described in cadastre map number A-1274273-2008. The referred to cadastre maps are attached to this Agreement as Annex A and are an integral part of such.

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(ii)

WHEREAS, On December 24, 2007, PRICESMART and SANTA ANITA, as well as Alajuela Club Ltda., a company subsequently acquired by SANTA ANITA, signed a Reciprocal Option Contract through which they agreed, among other things, on the acquisition of the previously described PLOT ONE, with the purpose of building a Members Only Shopping Warehouse on such property, in the format commonly called "PriceSmart Membership Shopping", (the "PriceSmart Warehouse" ), for the price of [#], hereafter legal currency of the United States of America, price obtained from calculating the final measurement of LOT ONE multiplied by [#] per square meter.

(iii)

WHEREAS, PRICESMART and JBE have agreed to jointly operate the company TRES-CIENTO UNO- CUATROCIENTOS NOVENTA Y TRES MIL CIENTO CUARENTA, SOCIEDAD ANÓNIMA (" NEWCO" ), a company established and organized in accordance with Costa Rican law and which shall operate under the terms and conditions set out in this Agreement, so that this company acquires LOT TWO and LOT FOUR, described above, for the purpose of developing a commercial real estate project on such, consisting in a shopping complex and related improvements (the " PROJECT " ), for the price of [#] and [#], respectively, price resulting from the calculation of the final measurements of LOT TWO and LOT FOUR multiplied by [#] per square meter.

(iv)

WHEREAS, SANTA ANITA shall transfer LOT THREE to TRES-CIENTO UNO- QUINIENTOS DIEZ MIL NOVECIENTOS SETENTA Y CINCO , SOCIEDAD ANÓNIMA (" NEWCO 2" ), a company duly established and organized in accordance with the laws of the Costa Rica, for the sum of [#], obtained by calculating the final measurements of LOT THREE multiplied by [#] per square meter. On the date of the signing of this Agreement, PRICO ENTERPRISES S.A and PRICESMART are the only shareholders of NEWCO 2, in equal parts.

(v)

WHEREAS, as of this moment, the PARTIES hereby agree to hold an Ordinary and Extraordinary Shareholders’ Meeting of NEWCO, where the agreements reached in this AGREEMENT are undertaken so that the meetings are minutes are recorded and the corresponding registration of the amendments to NEWCO’s Articles of Incorporation may proceed. In the event of conflict between this Shareholder’s Agreement and the NEWCO Articles of Incorporation, the first shall prevail between the PARTIES. Notwithstanding this, the Code of Commerce in effect in the Costa Rica shall apply to all aspects not specifically established in this Agreement.

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5.1.

SHARE OWNERSHIP

5.2.

TRANSFER OF SHARES

5.2.1 

Except for those events provided for in Sections 5.2.2 and 5.2.3, below, the PARTIES may not dispose of or agree to dispose of their shares in the Corporation for a period of three (3) years, starting from the date this Agreement is signed. Once this initial term has expired, if a PARTY wishes to dispose of its shares (except for the transfers referred to in Sections 5.2.2 and 5.2.3), then it must do so in accordance with the terms of this Section 5.2.

5.2.2 

If one of the PARTIES wishes to transfer its shares to an affiliate company, then the Transferor must notify the Corporation and the other PARTY and provide reliable and sufficient proof that the transferee company is an affiliate. For such effects, a company will be considered to be an "Affiliate" of a PARTY a) if the PARTY owns at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares of such PARTY; b) if the PARTY holds at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares of a PARTY; c) or if the company has a shareholder in common with the PARTY, and that common shareholder

holds at least EIGHTY PERCENT (80%) of the issued, outstanding and voting shares of the PARTY and the Affiliate. THE PARTIES agree that the Company shall at all times have a maximum of two (2) corporate shareholders.

5.2.3 

The Board of Directors of the company shall have fifteen (15) calendar days, starting as of the date on which it receives notice that a PARTY wishes to convey or transfer its shares to an Affiliate company, to verify that the conditions in paragraph 5.2.2, above, have been fulfilled, and the Board may not refuse to grant the authorization without just cause. If the Board of Directors does not respond within the prescribed term, then the proposed transfer shall be considered to have been accepted.

5.2.4 

Any conveyance or transfer of shares other than those contemplated in the previous paragraphs shall be subject to the Right of First Refusal of the other PARTY, as set out in this Agreement. The exercise of such right, as set out in this document, must be reflected in the Articles of Incorporation of NEWCO. Likewise, such must be stated in the corresponding share certificates and in the shareholder record book of the Company.

5.2.5 

If any shareholder of the Company (the " Offering Shareholder" ) should decide to (a) transfer its Shares, by any means or cause to a previously identified third party, or b) seek potential buyers for its Shares, it must provide notice regarding such decision to the remaining shareholder (the " Remaining Shareholder" ) in accordance with Clause Fifteen (" Notice of Sale "), and must provide a copy to the NEWCO Board of Directors, informing the Party and the Board of the nature of the transfer it proposes to undertake, the price, and other conditions of the transaction and, in the case set out in Clause 5.2.5.1, the name of the party it intends to transfer its shares to (the " Third Party Purchaser")

5.2.5.1 

When the intent of the Offering Shareholder is to sell to a previously identified Third Party Purchaser, the aforementioned Notice of Sale shall be have the effect of entitling the Remaining Shareholder to exercise the following rights:

a.

Once the Offering Shareholder provides the Notice of Sale to the Remaining Shareholder, the latter shall have a maximum term of fifteen days, as of the receipt of the notice, to object to the Third Party Purchaser ("Veto Right") in accordance with the Third Party Purchaser Validation Process, described in Clause 5.2.8.1.

b.

Within a period of six (6) months following the receipt of the Notice of Sale ("Response Period"), the Remaining Shareholder may exercise its purchase option right ("Right of First Refusal") regarding the shares for sale, under the terms contained in the notice, offering to pay the same sum of money under the same conditions described in the notice. If the Remaining Shareholder decides to exercise its Right of First Refusal, the parties shall have a maximum of twenty (20) calendar days, as of the date on which the Offering Shareholder receives the communication from the Remaining Shareholder to conclude the transfer of shares. If the 20-calendar-day period passes before the transfer from the Offering Shareholder to the Remaining Shareholder is consummated, or if the Response Period passes before the Remaining Shareholder informs the Offering Shareholder that it wishes to exercise

the Right of First Refusal, the Offering Shareholder will have up to two (2) months to execute the share transfer agreement with the Third Party Purchaser; or

c.

Within the Response Period, the Remaining Shareholder may exercise its right to sell all the shares it owns (Tag Along Right) in the same terms and conditions set out in the offer made by the Offering Shareholder and notified to the Remaining Shareholder, and in such event, the Third Party Purchaser must purchase all the NEWCO shares under those terms and conditions. If the Remaining Shareholder chooses to exercise its Tag Along Right, the Offering Shareholder will have a maximum of six (6) months, as of the notice from the Remaining Shareholder that it shall exercise the Tag Along Right, to perfect the transfer of all of the shares to the Third Party Purchaser. If the Response Period expires before the Remaining Shareholder provides notice of its intent to exercise the Tag Along Right, or if for other reasons attributable to the Remaining Shareholder the transfer of Shares cannot be performed, then the Offering Shareholder will have up to two (2) months to execute the share transfer agreement with the Third Party Purchaser.

d.

If the Remaining Shareholder does not exercise its Veto Right within the above stated fifteen-day period or does not notify the Offering Party within the Response Period of its desire to exercise the Right of First Refusal or Tag Along Right, then the Offering Shareholder may freely sell its shares to the Third Party Purchaser, as long as it does so for a price that is not lower or under payment conditions that are not more favorable than those provided to the Remaining Shareholder.

e.

The fact that the Remaining Shareholder waives or fails to timely exercise its Right of First Refusal, Tag Along Right or Veto Right does not imply that it may not exercise the other rights set out in clause 5.2.5.1, as long as such is does so within the time period established in each of the preceding paragraphs for each individual right.

5.2.5.2 

When the intent of the Offering Shareholder is to seek potential buyers in the market, the following provisions shall apply:

a.

The purpose of the Notice of Sale is that the Remaining Shareholder may opt to exercise, within the Response Period referred to in Clause 5.2.5.1.b., its Right of First Refusal regarding the shares for sale, in the terms contained in the Notice of Sale, offering to pay the same sum of money for such shares and in the same conditions as those described in the notice, and it is understood that this right covers the possibility that the Remaining Shareholder directly purchase the shares or purchases them through a third party that it proposes; or it may opt to exercise its Tag Along Right, which in this case shall mean that the Remaining Shareholder shall sell all its shares to the Third Party Purchaser, as long as the terms and conditions negotiated by the Offering Shareholder are the same or better than those that the Offering Shareholder had proposed in the Notice of Sale.

b.

If the Remaining Shareholder decides to exercise its Right of First Refusal within the Response Period, then the Parties shall have twenty (20) calendar days, from the date of notice given by the Remaining Shareholder of its desire to exercise the right, to perfect the transfer of shares. If the Remaining Shareholder provides notice regarding its wish not to exercise its Right of First Refusal, or provides no notice within the Response Period, or if the term of twenty (20) calendar days designated herein expires before the transfer of shares from the Offering Shareholder to the Remaining Shareholder has been consummated, then the Offering Shareholder shall have up to one year, as of the notice from the Remaining Shareholder waiving the Right of First Refusal or accepting the Tag Along Right, whichever occurs later, or starting from the expiration of the Response Period deadline, if the Remaining Shareholder has not sent notice concerning any of the rights (Right of First Refusal or Tag Along Right) within the Response Period.

c.

If the Offering Shareholder receives an offer from a Third Party Purchaser, then it must inform the Remaining Shareholder of such and the latter will have a maximum term of fifteen days, starting as of the date on which it received such notice, to exercise its Veto Right, in accordance with the Third Party Purchaser Validation Process, described in Clause 5.2.8.1.

d.

The transfer of shares must be carried out within two (2) months after approval of the Third Party Purchaser, whether expressly by the Remaining Shareholder or by the Board of Dignitaries in accordance with clause 5.2.8.1, or upon the expiration of the fifteen-day term set out in clause 5.2.5.2.b., assuming the Veto Right has not been exercised.

e.

The sale of shares to a Third Party Purchaser must be made at a price that is not less than, nor conditions of payment that are more beneficial than, those offered to the Remaining Shareholder.

f.

If the transfer of shares to the Third Party Purchaser is not carried out within the time periods established in this clause, and the Offering Shareholder is interested in selling its shares on the market, then the Offering Shareholder must issue a new notice for the sale of shares to third parties and the Right of First Refusal must newly be granted to the Remaining Shareholder.

g.

Once the procedure in Clause 5.2.5.b has been met, it is hereby understood that once the Offering Shareholder finds a Third Party Purchaser under the conditions provided in this clause 5.2.5.2., it shall not be compelled in any way to grant the Right of First Refusal or the Tag Along Right to the Remaining Shareholder.

5.2.6. 

It is hereby understood that in the circumstances indicated in clauses 5.2.5.1 and 5.2.5.2. the PARTIES may not perform partial sales of their shares to third parties and that each and every sale of shares carried out in accordance with the stipulations of this Clause shall be payable only in cash, check, electronic transfer of funds or any other means agreed on between the PARTIES.

5.2.7. 

In accordance with the Clause Eleven, below, in any conveyance or transfer of shares permitted, the acquiring party must, concurrently with the transfer in question, agree in writing to the present agreement, in all its terms, and consequently, assume all the rights and obligations contained in such.

5.2.8. 

In any of the cases indicated in Clauses 5.2.5.1. and 5.2.5.2., the Third Party Purchaser must meet all suitability and ethical quality standards reasonably acceptable for the Remaining Shareholder, who may exercise a veto right on such, in accordance with the validation process indicated in Clause 5.2.8.1., below. To exercise this veto right, the Remaining Shareholder must hold at least seventeen percent (17%) of the shares of the Company, validly issued, subscribed and paid-up

5.2.8.1. 

Third Party Purchaser Validation Process

a.

If the Remaining Shareholder objects to the Third Party Purchaser, such must, within fifteen calendar days as of the Notice of Sale, or when the potential buyer is effectively established, in the case of 5.2.5.2., provide notice to the Offering Shareholder in accordance with clause fifteen stating the reasons for such objection ("Objection Letter") and the proposed date for a conciliation, which must be carried out in the place of business between the fifth and tenth business day after the Objection Letter is received. The Third Party Purchaser shall be considered automatically accepted if the Remaining Shareholder does not provide any objection within the indicated period or if it fails to attend the proposed conciliation.

b.

If no agreement is reached once the conciliation is held, at that time the Parties must submit their dispute to a board conformed by three individuals (the "Board of Dignitaries") and set the date and time on which the single hearing shall be held, and such shall be held at the place of business, unless otherwise agreed. No later than three (3) workdays after the conciliation has been held, the Parties must each propose one member of the Board of Dignitaries who is available to attend to the hearing. The two Dignitaries designated by the Parties must necessarily designate a third member within the following three workdays, as of the time that the two Dignitaries are designated. If one of the Parties does not designate its Dignitary or if such dignitaries do not designate a third, then the designated Dignitaries or any of the Parties may request the Costa Rican Banking Association to make the necessary designations.

c.

The Dignitaries must be individuals holding or that have held, within the last three (3) years, management positions in banks that are members of the national bank system. They shall make judicious decisions and their parameters with respect to deciding the suitability and/or moral quality of the Third Party Purchaser shall be those ordinarily taken into consideration by a bank of the national bank system in order to accept or reject a client, without taking such client’s financial situation into account it being understood that only the Party’s moral quality is being assessed.

d.

The Board of Dignitaries must make its decision within a period of five workdays following the hearing, and the decision shall be limited to stating whether in the opinion of the Board of Dignitaries the Third Party Purchaser is reasonably qualified with regard to its suitability and moral quality.

e.

The decision made by the Board of Dignitaries shall be binding on the Parties and will not be subject to appeal.

f.

The complete process described herein shall be carried out under the strictest confidentiality. The parties acknowledge the importance of this obligation and thus, of a Party violates this obligation, then it will be charged for damages caused by the party that has revealed all or part of the information, documentation, discussions or comments held and made during the Board meeting regarding the Third Party Purchaser, or the identity of the Dignitaries.

5.2.9 

Shares may be transferred, conveyed or assigned only as specifically permitted and in accordance with the relevant procedures specified in the Articles of Incorporation of the Company and this Agreement and, if any conflict arises, this Agreement shall prevail over the Articles of Incorporation. If a PARTY transfers its shares in any way, then it shall exclusively assume all expenses arising from such transaction.

5.2.10 

The PARTIES state that if it becomes impossible to consummate or perfect any transaction described herein, then the PARTY causing such impossibility because of omission, fraud, negligence, or intentional misconduct (the "Breaching Party") shall be responsible to the other party ("the Non-breaching Party") for damages caused to the latter, or to the Third Party Purchaser in the event the Third Party Purchaser such proceeds against both Parties for breach. Damage and detriment shall be established in accordance with clause sixteen.

5.2.11 

Notwithstanding the provisions of the present Clause, JBE hereby states and declares that it shall not transfer, assign, sell nor convey all or part of its shares to Wal-Mart Stores, Inc., SHV Holdings, N.V. (Makro), Dayton Hudson Corporation, Kmart Corporation, The Home Depot, Inc., Costco companies, Inc., Carrefour, S.A., BJ’s Wholesale Club, Inc., or any individual or company affiliated with these corporations or dedicated to a line of business that competes with PRICESMART. The Parties agree that if JBE obtains an offer for any of the above mentioned companies, then JBE must offer those shares to PriceSmart, and PriceSmart may (i) acquire all the shares possessed at that time by JBE at the Fair Market Value; or (ii) exercise its Tag Along Right. The Fair Market Value shall be established in accordance with the following procedure: the PARTIES, in mutual agreement, shall establish the value of JBE’s shares within five calendar days starting as of the moment that JBE provides notice to PRICESMART. In the event of a disagreement, they shall jointly designate an individual from the company ("Expert") to establish the value of the shares of the Company. Payment to the Expert shall be borne by the Company. If no agreement is reached within a term of ten calendar days, starting as of the notice provided by JBE to PriceSmart indicating the existence of the offer made

by one of the before indicated companies, then each of the PARTIES shall appoint an expert, the costs of which shall be borne by each of them.

5.3.

RESTRICTIONS

5.4.

CURRENT CAPITAL AND ADDITIONAL CAPITAL CONTRIBUTIONS

5.4.1. 

The share capital of the Company is twelve thousand colones (official currency of Costa Rica). The PARTIES acknowledge that they have made additional contributions for a total of four million two hundred twenty-four thousand five hundred and seventy-nine dollars and sixty-seven cents (US$ 4,224,579.67). Each of them has made capital contributions equal to two million one hundred twelve thousand two hundred eighty-nine dollars and eighty-four cents (US$2,112,289.84).

5.4.2. 

Likewise, the PARTIES agree to make additional contributions to NEWCO’s capital, in accordance with the specified additional contribution schedule referred to in Section 8.4 of this Agreement.

5.4.3. 

If the Board of Directors considers it necessary or suitable to require the PARTIES to perform additional contributions to NEWCO’s capital (whether through cash contributions, contributions in kind, shareholder loans, external financing, or any other method), a justified resolution must be issued and then approved by all the members of the Board. Such decision shall set the sum of the contribution to be made by each of the PARTIES (which must be proportional to each PARTY’s share participation) and shall set the period of time that the PARTIES will have to make such contribution or, if they are unable to make all or part of such contribution, the period of time and method in which the Company and the other PARTY must be notified of such situation. For the effects of this agreement, the additional contributions necessary for project construction shall be referred to as "Operating Contributions." The PARTIES agree that for Operating Contributions that exceed five hundred thousand dollars (US$ 500,000.00) per PARTY, the term to make such contributions will be at least six (6) months following the decision of the Board of Directors. Likewise, the PARTIES agree that the aggregate Operating Contributions during any one semester may not exceed the sum of five hundred thousand dollars (US$ 500,000.00) per PARTY.

5.4.4. 

In any event, if contributions exceeding twenty (20) percent of the total established in Annex B are required, as long as such increase is not due to increases in the construction costs of the Project, the lack of agreement shall not be considered an obstruction for effects of Clause 9.1. In such event, the PARTY proposing the extraordinary contribution (the Offerer in those terms contained in Clause 9.3) must present the offer for the purchase of shares of the Offeree, as per that set out in Clause 9.3, but with the following difference: once the offer is received, the Offeree may (i) decide to accept the offer for the sale of its shares; (ii) purchase the shares of the Offerer (according to the mechanism in Clause 9.3); or (iii) the Offeree may choose to sell its shares to the Offerer at the Fair Market Value, which shall be calculated according to the procedure set out in Clause 5.2.11.

5.4.5. 

If one of the PARTIES (the " Breaching Party") notifies the other PARTY that it will not fulfill all or part of the contribution required by the Board of Directors, or if the Breaching Party does not, totally or partially, make the required contribution within the term set out for such effect by the Board of Directors in the respective resolution, the other Party (the " Non-breaching Party ") may, as soon as possible, but not to exceed SIXTY (60) calendar days, starting as the date on which it receives such notice, or as of the date on which the contribution was to be made, whichever should first occur, and once it has proceeded to make the corresponding contribution of capital that is required, exercise one of the following options:

a.

Acquire all the shares that at such time are owned by the Breaching Party, for a value equal to NINETY PERCENT (90%) of the higher of the Fair Market Value, which shall be established in accordance with the formula indicated in Clause 5.2.11 and all the sums paid to such date for the concept of contributions of capital to the Company (whether or not

capitalized) by the Breaching Party. If the Non-Breaching Party should decide to exercise this option, the Breaching Party must deliver, without delay, all its shares in the Company, duly endorsed as required by applicable legislation, to the Non-Breaching Party, simultaneous with payment of the before stated value to the Breaching Party, and consequently shall lose its right to appoint members to the Board of Directors of the Company and thus, the Non-Breaching Party may replace all those Directors appointed up to that date by the Breaching Party;

b.

Contribute an additional amount equal to the capital contribution the Breaching Party should have made, receiving in consideration an amount of Company shares proportionally equal to the capital contributed, plus an ADDITIONAL FIVE PERCENT (5%), thereby diluting the Breaching Party’s share. Immediately after making such contribution, the Non-Breaching Party may appoint additional Directors to replace those previously appointed by the Breaching Party so that the members of the Board are distributed in accordance with the stipulations contained in Section 7.1 of this Agreement;

c.

Sign a loan agreement with the Company, having a term of no more than TWELVE (12) months, through which the Non-Breaching Party loans the Company all the additional contributions that the Breaching Party should have made. The Non-Breaching Party may require the Company to guarantee this loan with a mortgage or pledge of its assets, or through any other bank or fiduciary guarantee and may also agree to guarantee the repayment source through the transfer of future flows or any other common financing plan of common use, at its complete discretion. This loan shall earn interests at an annual rate equal to the US PRIME RATE PLUS FIVE PERCENT (5%). Initially, loan payments shall be applied to the interests accrued by such loan and then to the capital. The Company may not distribute any dividends until the loan has been fully paid up, as described in this paragraph; or

d.

Only contribute the corresponding contribution of capital, receiving in return the number of Company shares proportionately corresponding to the amount of capital not contributed by the Breaching Party, plus an ADDITIONAL FIVE PERCENT (5%), thereby diluting the Breaching Party’s share. Immediately after such contribution is made, the Non-Breaching Party may appoint additional Directors to replace some of the Directors previously appointed by the Breaching Party, so that the members of the Board of Directors are distributed in accordance with the stipulations contained in Section 7.1 of this Agreement.

5.5.

RIGHT OF FIRST REFUSAL FOR SUBSCRIPTIONS AND PURCHASES

5.6.

DIVIDEND POLICY

6.1.

MEETINGS

6.2.

QUORUM

6.2.1. 

In order for the General Ordinary Meeting to be considered legally convened after the first meeting announcement, at least half of the voting shares must be represented in such and the decisions made shall only be valid if made by more than half of the votes that are present or duly represented.

6.2.2. 

In order for an Extraordinary General Meeting to be considered legally convened after the first meeting announcement, at least three fourths of the voting shares, i.e., seventy-five percent of all shares must be represented and the decisions shall be validly made with over half of the votes that are present or duly represented.

6.2.3. 

If the quorum is not reached at an Ordinary or Extraordinary Shareholders’ Meeting that has been duly announced, the PARTIES agree that the shareholder present after the first announcement may issue a second announcement to hold the Shareholders’ Meeting. The announcement for the second meeting must meet the same formalities as the announcement for the first meeting, and it must be made within two (2) calendar days following the date on which the meeting was originally scheduled to be held. The Shareholders’ Meeting must be held between five (5) and seven (7) workdays following the date of the second announcement, as long as that date is a workday both in the Costa Rica and the US. Quorum and majority vote at the Shareholders’ Meeting [held after the second announcement] shall be as established in Sections 6.2.1 and 6.2.2, above.

6.2.4. 

Notwithstanding the before stated, if one of the shareholders does not attend a Shareholders’ Meeting after the first announcement or after the second announcement of such meeting, resulting in failure to have a quorum present, at the discretion of the other shareholder, the lack of quorum may be viewed as an obstruction situation under the Tenth Clause, below.

7.1.

MEMBERSHIP

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7.2.

MEETINGS