Free Sales Agreements by sarahbauer


									                          LA RESERVA AT CAMARONAL
                              SALES AGREEMENT

THIS SALES AGREEMENT (“Agreement”) is made by and between “Sol Sobre El
Cedro, Sociedad Anonima”, a Costa Rican Corporation, (herein referred to as
“Owner”), by Camaronal Development Group LLC, its authorized agent and the
undersigned person/entity (“Purchaser”), on the date set forth below.


WHEREAS, Owner holds title to real property located in Guanacaste, Camaronal,
Costa Rica, and intends to construct a development project known as “La Reserva at
Camaronal”; and

WHEREAS, Owner has authorized Camaronal Development Group LLC to act as its
agent and to execute “Sales Agreement” binding on the Owner, that provide for a
priority reservation and the right of a Purchaser to acquire ownership to one or more
of the approved lots for the La Reserva at Camaronal project;

WHEREAS, Purchaser has selected the specific lot/lots identified herein and agreed
with the Owner that in exchange for the right to purchase the lot/lots described herein
to perform all obligations of the Purchaser described herein.

NOW, THEREFORE, in consideration of the promises and mutual agreements
herein provided, and intending to be legally bound hereby, Owner and
Purchaser agree as follows:

In consideration of the delivery by Purchaser to Owner of the sum of __________
(representing ten (10%) percent of the listed Purchase Price, (herein referred to as
the “Reservation Deposit”) made payable to the Camaronal Development Group LLC,
Owner grants Purchaser the first right to purchase the Lot No. ____ in accordance
with the terms and conditions set forth below.

Owner has assigned a Lot Number to each of the Lots that are being offered for sale
at this time. The Lot Number references one of Lots depicted on the schematic site
plan for the Project (“Plan”). The Plan shows the approximate locations of each Lot.
The approximate size and location of each Lot is depicted on the Plan, but may be
modified to accommodate directions from the local government and field conditions.
Each Lot will have private or public road frontage and will eventually be serviced by a
community water system and electricity operated by an association of Lot owners, in
which each Lot owner will be a member. Each owner of a Lot will be a member of the
Lot Owners’ association and will be required to pay an association fee to cover
common expenses.

Purchaser and Owner agree that the Purchase Price of Lot No. ______ shall be as

Listed lot price:                                                  ______________

First deposit (10% of net sales price):                            ______________

Second deposit (20% of net sales price):                           ______________

Balance due at closing:                                            ______________

Purchaser shall have sixty (60) days to complete all due diligence and may elect to
terminate this Agreement at any time during the first sixty (60) days of this Agreement
for any reason by delivering written notice to the Owner as provided in paragraph 7 of
this Agreement. In the event of a Termination, the Reservation Deposit shall be
refunded to the Purchaser (without interest) within thirty (30) days of the Owner’s
receipt of the notice of Termination and the parties will be free of liability to each
other. After sixty (60) days the Reservation Deposit will be non-refundable and
Purchaser shall within seven (7) days thereafter pay to Owner a second, non-
refundable deposit in the sum of __________ representing an additional twenty
(20%) percent of the Purchase Price.

At the expiration of sixty (60) days, and upon receipt of the second deposit by the
Owner, this Agreement shall constitute a binding agreement for the sale of Lot No.
____ to the Purchaser on the terms set forth herein.

Owner shall convey title to Lot No. ____ free and clear of all liens and
encumbrances, excepting only public easements necessary for the installation of
utilities and the rights of the Lot Owner’s Association. Purchaser shall receive from
counsel for the Owner a certificate stating the transfer of the Lot from Owner to
Purchaser has been accomplished consistent with the requirements of Costa Rican

In the event of a Termination, the Reservation Deposit shall be refunded to the
Purchaser (without interest) within thirty (30) days of the date of the receipt of the
notice to terminate. If this Agreement is not terminated as permitted hereunder, the
Reservation Deposit shall be released to the Owner and once released to the Owner,
the Reservation Deposit shall be non-refundable, but shall be credited against the
Purchase Price in accordance with other provisions of this Agreement and the Sales

Purchaser shall exercise the option to terminate by delivering written notice (by
facsimile or ordinary mail) to the Owner of Purchaser’s election to terminate.
Termination shall be effective as of the date of the Owner’s receipt of the notice and
thereafter, both parties shall be free of all liability to each other pursuant to this
Agreement and the Contract for the Sale and Purchase of the Lot.

The Owner will provide written notice to the Purchaser when all necessary approvals
have been received to convey title to Lot No. ____ to the Purchaser. (“Notice”).

Closing on Lot No. ____ shall occur within thirty (30) calendar days of the date of the
Notice at which time Purchaser shall pay the balance of the Purchase Price. If for
any reason, the Purchaser shall fail to close within thirty (30) calendar days of the
Notice, without the agreement of the Owner, which shall not be unreasonably
withheld, Purchaser shall be in material breach of this Agreement and forfeit all rights
in this Agreement and further forfeit all rights to the return of the Reservation Deposit
which shall be retained by the Owner as liquidated damages for the breach. At
closing, the Reservation Deposit shall be applied to the Purchase Price.

All closing costs are to be paid by the Purchaser at closing. (Examples: title
insurance, Costa Rica notary (i.e. attorney) fees, all transfer taxes, etc.). Owner
cannot estimate the anticipated closing costs at this time.                The only
apportioned fees shall be the real estate taxes, which shall be apportioned as of
the date of the closing.

Purchaser specifically acknowledges and agrees that all improvements may not
be completed by the date of the notice or by the time of closing.

In the unlikely event that Lot ____ shall not be finally approved by the local
government, Purchaser shall be provided with the option to either terminate this
Agreement or select any other available Lot offered for sale by the Owner and
purchase the alternate Lot at the price, and on the terms and conditions offered by
the Owner for the substitute Lot. The parties shall execute a new Agreement for the
substitute Lot. The occurrence of the denial of final approval of the Lot by the local
government shall not constitute a breach by the Owner.

This Agreement may not be assigned by Purchaser except to a Costa Rican
SOCIEDAD ANONIMA owned by the Purchaser. All obligations shall remain those
of the Purchaser. Any notice in connection with this Agreement must be in writing,
and will be deemed delivered, whether or not actually received, when deposited in the
Mail, postage prepaid, registered or certified mail, return receipt requested, or
delivered to a nationally recognized overnight courier, postage prepaid, addressed to
Owner or Purchaser, as the case may be. This Agreement embodies the entire
agreement between the parties and cannot be modified or amended except by the
written agreement of the parties. This Agreement shall be governed by the laws of
the State of Delaware.

Purchaser acknowledges and agrees that Purchaser shall be a member of a Lot
Owners’ Association. Purchaser agrees to execute such documents as are
reasonably necessary to participate in the Lot Owners’ Association and to pay all fees
and costs assessed by the association fee to cover common expenses. Purchaser
hereby agrees that lot purchase is for single family style housing. Purchaser will
comply with restrictive covenants of La Reserva at Camaronal and will submit
housing plans to planning committee for approval prior to construction. See attached
restrictive covenants addendum.

Signed On the ___________ day of              Signed On the _________day of
___________, 200__                            ___________, 200__

                                              ANONIMA,  A    COSTA   RICAN
                                              CORPORATION, by CAMARONAL
                                              DEVELOPMENT GROUP LLC

Signature _____________________               Signature ________________________
                                                     Authorized Agent
Print Name ____________________               Print Name _______________________

Address ______________________                Address__________________________

_____________________________                 ________________________________

_____________________________                 ________________________________

Reservation Lot Number _____


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