SALE AND TRANSFER OF SHARE CUOTAS FROM PARADISE HOME, LIMITADA AN SRL CORPORATION
Between us DOUG FENDER, no second surname on account of his United States nationality, of legal age, business person, resident of San José and passport number 00000000 hereinafter be referred to as the “SELLER” and MICAHEL DOUGLAS, no second surname on account of his United States nationality, single, Business Person, resident of San José, Costa Rica and with United States passport number 2222222 hereinafter referred to as the “BUYER” has agreed to enter into this agreement for the sale and transfer of the quota shares of stock owned by the SELLER of the corporation PARADISE HOME LIMITADA (SRL), corporate identity card number 3-102-401025 and they agree as follows:
FIRST: That the corporation PARADISE HOME LIMITADA (SRL) is registered in the Mercantile Section of the National Registry of Costa Rica with corporate identity card number 3-102-401025 with presentation book number 568, Entry: 85570.
SECOND: That the capital stock of the corporation, PARADISE HOME LIMITADA (SRL) is the sum of TWO THOUSAND COLONES represented by TWO HUNDRED SHARES OF TEN COLONES each share. There is one sole stock certificate representing TWO HUNDRED SHARES. That DOUG FENDER is the sole owner of the totality of the corporate stock.
THIRD: That the SELLER sells to the BUYER the TWO HUNDRED shares of stock described above for the price of TWO HUNDRED SEVEN THOUSAND FIVE DOLLARS. Which the SELLER hereby acknowledges receipt thereof to his entire satisfaction.
FOURTH: That the corporation PARADISE HOME LIMITADA (SRL) is the owner of a parcel of real property which are recorded in the PROPERTY DIVISION, SAN JOSE SECTION of the National Public Registry as follows: PROPERTY NUMBER TWO: TITLE NUMBER 544444-000 FIVE and described as follows: Lot two for construction. Located in District 5- Piedades, of the NINTH canton, SANTA ANA of the Province of SAN JOSE and which measures THREE HUNDRED METERS WITH SEVENTY THREE DECIMETERS SQUARED (300.73 m2) as fully identified in the title report and with corresponding property survey map SJ-222999-2005.
FIFTH: That in this act, the SELLER SELLS and transfers to the BUYER totality of stock that it owns in PARADISE HOME LIMITADA (SRL) to the BUYER, whom accepts the transfer pursuant to the agreement set forth herein so that MICAHEL DOUGLAS is the owner of the totality of the SHARES of stock. The SELLER guarantees that (1) He is the sole shareholder of the corporation and as such there is no prior consent required of any other party as per article 85 of the Commercial Code. (2) That simultaneously with this contract and to comply with article 78 of the Commercial Code the SELLER signs the Notary Protocol book of Notary Public Roger Petersen Morice transferring the totality of the shares of stock from the SELLER to the BUYER. (3) That the transfer and sale of stock from the SELLER to the BUYER has been duly recorded in the Shareholder Registry of the corporation and signed by the SELLER. (4) That the BUYER has requested that a new CERTIFICATE of STOCK be issued in the name of MICAHEL DOUGLAS and said certificate is hereby issued and delivered to the BUYER.
SIXTH: The SELLER hereby manifests and guarantees to the BUYER’S the following: (a) That the sale and transfer of the stock is done free from any liens, annotations, embargoes or liabilities of any kind whatsoever. (b) That there are no suits, actions, arbitration or legal, administrative or other proceeding, pending or threatened, against or affecting the Company, or any of Company’s assets (including the Property) or its financial condition. (c) That Tax Returns for all periods ending on or before the Closing Date that are or were required to be filed by or with respect to Company or the Property have been filed on a timely basis, and in accordance with the laws, regulations and administrative requirements of any applicable Taxing Authority. (d) The BUYER shall have no responsibility or liability for any income, or property taxes on the Company or the Property, related to any period prior to the Closing Date. Should any liability or charge arise then the SELLER shall promptly pay said liabilities. (e) The sale includes all the benefits of the ownership of said shares including any privileges, contributions, accumulated dividends and any other tangible or intangible benefit that may be derived from said shares of stock without the SELLER having the right to reserve any rights whatsoever.
SEVENTH: The BUYER manifests that he accepts the sale and transfer of stock that is made to his name as well the stipulations and agreements which are contained in this agreement. In this act the SELLER delivers to the BUYER: (a) the corporation minutes books of the corporation. (b) the corporate identity card (c) The original articles of incorporation and which the BUYER acknowledges receipt thereof.
EIGTH:. IN AGREEMENT with the terms of this agreement of sale we sign in duplicate in San Jose, Costa Rica on this 15th day of December 2007.