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Model of Purchase Agreement

 

MODEL of "PURCHASE OF 10 SHARES CONTRACT"


At the "CARIBBEAN NATURE Luxury Marine Eco-Resort"


THE PARTS:

On the one hand Mr. ADALBERTO GUILLEN HEREDI, of legal age, Spanish, with identity card number E-8-124126, who acts on behalf of the CARIBBEAN NATURE CORP., with commercial address for this purpose in Av. Ramón Arias (Via Brasil) and Av. 1a C Norte Plaza Korintho - Floor 3-Ofic. 318, Panama City, Tel .: (507) 830 5010, e-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it hereinafter referred to as "THE COMPANY".

And on the other hand Mr. XXXXXXX XXXXXXXXXXXXXXX, of legal age, of XXXXXXX nationality, with ID / passport number XXXXXX who acts in his own name, with address at XXXXXXXX street, Contact phone number: XXXXXX, email: XXXXX, hereinafter referred to as " The BUYER".

Both parties may be referred to jointly as "the PARTIES" or individually as "the PART". The PARTIES declare that they have and recognize, mutually and reciprocally, the legal capacity necessary to grant this Contract, and they

STATE

I. That the COMPANY is a company limited by shares, incorporated on August 6, 2009 and registered under number 1542813, under the law of Companies of 2004 of the British Virgin Islands, with registered office at Vanterpool Plaza, 2nd floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands and domicile of operations at Av. Ramón Arias (Vía Brasil) and Av. 1a C North, Korintho Plaza - Floor 3-Ofic. 318, Panama City, Tel .: (+507) 830 5010.


II. That the COMPANY owns the tourism development called "CARIBBEAN NATURE Luxury Marine Eco-Resort" composed of two hotels, currently under construction in the Caribbean Sea of ​​Panama as it appears in the information published by the Company.

III. That the COMPANY has constituted a package (hereinafter referred to as "PACK # 18") with 18 luxury hotel units of the RESORT, consisting specifically of the following villas: 6 PLATINUM Villas (Villas P1, P2, P3, P5, P6 and P7) , 6 GOLDEN PLUS Villas (Villas G10, G11, G12, G14, G15 and G16), 6 GOLDEN Villas (Villas G7, G8, G9, G17, G18 and G19) divided into 150 parts or shares each unit, which makes a total of 2700 parts or shares.

IV. That each of the SHARES will receive 80% (Eighty percent) of the collection of said PACK # 18 divided by the number of active SHARES. "Active SHARES" are those shares corresponding to the villas that have been put into service and are operational, billing and providing income to PACK # 18.

V. That THE BUYER is interested in purchasing several parts/shares of this PACK # 18 to obtain the benefits that are generated as agreed below.

VI. The BUYER states that the money he will use comes from personal or business savings and that his origin is absolutely lawful.

VII. That, by virtue of the foregoing considerations, the PARTIES have agreed to grant the present "PURCHASE CONTRACT of SHARES", hereinafter referred to as "the CONTRACT", subject to the following

 

CLAUSES

 

1. Object of the contract

The BUYER purchases 10 (TEN) shares/parts of PACK # 18, numbers “XXX to XXX both included”, registered in the “SHARES CERTIFICATE OF THE COMPANY number XXXX” and hereinafter referred to as “SHARE or SHARES”. It is clear that these SHARES are not stock shares of the capital of the company but parts of the so called PACK #18

 

2. Price and payment method

 The BUYER will pay the COMPANY the sum of US $ 1,950.00 (ONE THOUSAND NINE HUNDRED FIFTY US dollars with 00/100) for each SHARE.

The BUYER agrees to pay the total amount of US $ 19,500.00 (NINETY THOUSAND FIVE HUNDRED US dollars with 00/100) by bank transfer or other way agreed by the PARTIES.

If within 10 calendar days from the signing of this contract the agreed funds have not been received, the SHARES reserved for the BUYER will be fully liberated and released for sale to another buyer (s).

 

3. Shares ownership transfer

Although the representative title of the SHARES, can be delivered to the BUYER together with this contract, prior to the payment of the SHARES, said title will be effective at the time of receipt of the amount of the SHARE and only at that time will the transfer occur of all property and economic rights inherent thereto in favor of the BUYER .

Once the payment has been received, the COMPANY will send the BUYER the settings to activate his internet account at our web site.

 

4. Guarantees

The COMPANY guarantees, in its capacity as issuer of the SHARES that:

 

a- All the legal requirements and those established in the COMPANY  Bylaws have been fulfilled in order to issue the SHARES.

b- The SHARES object of this Contract belong to the COMPANY in full domain by fair and legitimate titles.

c- The SHARES are free and exempt from any options, agreements, commitments, claims, embargoes, affectations or encumbrances, and there is no debt in relation to them that affects the COMPANY, or that in any way has an influence on the rights acquired by the BUYER.

d- Every three months, 20 days after the close of each season, the COMPANY will calculate the real profitability obtained and this will be reflected in BUYER account on the Internet. HIGH season is from December 15 to March 14 and from June 15 to September 14. The rest of the dates correspond to the LOW season.

The benefits are paid every six months: April 5 and October 5 of each year.

e- If the resulting benefit per season for each share does not reach 14.4% per year for the HIGH season or 9.5% per year for the LOW season calculated on the amounts invested, the COMPANY will pay a minimum benefits percentage of  14.4% per year for the HIGH season and 9.5% per year for the LOW season calculated on the amounts invested.

f- That at the end of the first year since this purchase, the BUYER may request the COMPANY to repurchase the SHARES and the latter undertakes to repurchase them by paying a minimum price equal to the purchase price agreed in this contract.

g- The BUYER may communicate at any time to the COMPANY the way in which he wishes his benefits to be paid, always with a reasonable advance notice of the expected payment date.

 

 5. Company Status

The COMPANY declares that it is duly constituted and registered in accordance with the law of the British Virgin Islands and it has the capacity to carry out its current activities, to own and manage its properties and assets.

 

6. Repurchase of shares

If, after the first year since the purchase of the shares, the COMPANY decided to repurchase the shares from the BUYER, the company will return the invested capital to the BUYER, that is, the price paid in this contract, plus the benefits that were pending payment at that time. The BUYER may not refuse to accept this alternative and once he has received his capital plus the benefits corresponding to the settlement date, the BUYER undertakes not to make any other claim.

 

7. Insurance policies

The COMPANY will keep up to date the usual insurance on RESORT facilities such as fire, lightning, flood and catastrophic according to officially approved policies.

 

8. Data to be provided to the bank to transfer the funds


FINAL BENEFICIARY:
CARIBBEAN NATURE CORP.
Av. Ramón Arias and Av. 1a C Norte Plaza Korintho - Floor 3-Ofic. 318, Panama City, Panama, Tel .: (+507) 263 9690
AMOUNT: US $ ………………… .. United States dollars with…. / 100)
Concept: Purchase shares CARIBBEAN NATURE Resort.
Account of the final beneficiary: 10102134565

BANK OF THE FINAL BENEFICIARY:
MULTIBANK INC.
Address: Via España 127 –City of Panama, Panama. SWIFT: MCTBPAPAXXX

If an Intermediary Bank is needed this is the data:
INTERMEDIARY BANK:
JP MORGAN CHASE BANK N.A. Routing-ABA: 021000021 SWIFT: CHASUS33
270 PARK AVENUE, NEW YORK, NY 10017
Beneficiary Bank Account: 777142167

9. Confidentiality
The PARTIES undertake to treat confidentially, and not to reproduce, publish or disseminate any information related to the CONTRACT.

10. Entry into force
This contract will enter into force once signed by both parties and received the amount of the SHARES. The making of said payment implies the acceptance of the terms of the contract by the BUYER.

11. Applicable Law / Dispute Resolution
This Contract shall be governed by and construed in accordance with the Laws of the Republic of Panama. All disagreements arising from this Contract or related to it shall be definitively resolved in accordance with the Arbitration Rules of the International Chamber of Commerce.

12. Notifications
All notifications, requirements, requests and other communications to be made by the Parties in relation to the contract will be made to the physical or electronic addresses indicated above.

13. Special conditions and benefits
The BUYER can use a villa at the rate of 2 days a year per share he owns. For example, if the BUYER invest in 15 shares, he can stay at the resort during 30 days every year.

The BUYER can be accompanied of up to 3 or 5 people depending on the capacity of the villa.
During that time the BUYER will not receive interest because he will be occupying the villa himself.

During this time the BUYER will have to pay for hotel maintenance and services. ( US $ 61.00 per day in 2019) Consumption (meals, drinks, excursions, etc.) are not included.

The BUYER will have a minimum discount of 25% on the fare prices  and services of the resort at any time.

14. Expenses
All expenses for receiving and sending documents related to this contract will be borne by the COMPANY.

The PARTIES express their agreement with this CONTRACT, which they grant and sign in the place and date indicated below.



 

_____________________________

For THE COMPANY

Mr. ADALBERTO GUILLEN HEREDI

Signed in Panama City

The XX day of XXXXX of 2019

 _____________________________

For THE BUYER

Mr. XXXXXXX XXXXXXXXXXXXXXX

Signed in XXXXXXX

The XX day of XXXXX of 2019.