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CONTRACT OF OPTION TO PURCHASE
This Agreement made as of this _(day) ____________of (month)_______________of 200______ (effective date) by and between I. Bella Caléndula S.A. Costa Rican company with juridical identification
number 3-101-271137 represented in this act by Adilia Caravaca Zúñiga, identification number 1- 487-780, legal representative of this company with Full Power of Attorney without limitation of amount; as owner of property registered in Guanacaste, Real estate property number 89038-000, hereafter referred as the OWNER II. Ocio Sámara S.A. identification number 3-101-449948, represented in this act by Lawrence Wayne Daigle Jr. passport from the United States of America number 026794646, and in his own personal capacity, hereafter referred to as THE DEVELOPER. III. The person to whom the owner through the Developer or the Agent promise to sell a condominium unit as indicated below will be referred to as the BUYER. ******** 1. This agreement is made with the purpose to establish the terms and conditions for selling units of the Condominium Ocio Samara in process of construction by virtue of agreement between the owner and the developer.
2. This agreement will be governed by the Laws of Costa Rica. Therefore the parties waive their domicile and submit to the laws of Costa Rica. 3. The Owner authorizes the developer to offer and sign contracts of purchase of twenty two units in Condominium OCIO Samara, in accordance with the terms herein specified. a. Legal description of the property: The Condominium is developed in property number 89038-000 of the Guanacaste Section of the Public Registry of Costa Rica, the registered survey No. G. -1.097.471-2006, located in district Samara, of county Nicoya, Province Guanacaste of Costa Rica. b. The Condominium Ocio Samara is constituted of 22 units, with ocean view, two bedroom and 2 bathroom units, a kitchen with cabinets, air conditioning, parking lots, swimming pool, a club house and all common areas
4.
In this contract the owner and the developer duly authorized sells to (name of
buyer)____________________________________________
per cent of the
capital stock of company (name of company)__________________________, which owns the condominium unit number____________. The capital stock of said company is owned by Bella Caléndula S.A, and in such capacity, jointly with Developer; who is also manager of the Condominium engage as said in this purchase. For the purpose of this contract of option, the stock certificates for said percentage and all the books of the company owner will be held by owner and will be presented to the buyer when so requested in previous appointment for that purpose. If preferred at buyer’s cost, these books and share certificates can be held by an escrow agent, which will sign with owner, developer, the conditions on which such books will be given in escrow, which shall be in accordance with this contract. 5. The price for this specific unit is of U.S. $ ____________: to be paid to the joint
bank account of OCIO Samara S.A. and Bella Caléndula S.A., in Bank _________________ Number ______________; in accordance with the following payment schedule: a) - U.S.$ 10.0000 (ten thousand U.S. dollars) refundable deposit to be wired within 48 hours of acceptance and signing of this agreement. This deposit will become nonrefundable after permits to build have been received by owner and developer. Buyer
will be made aware of receipt of permits and have an option to continue with purchase. 10% upon approval of building permits less $10,000 deposit 30 % of unit price less the deposit will be paid at time of ground breaking. 30 % of unit price will be paid at the time the roof is on 30% of unit price will be paid at the time of closing and transfer of shares and books of the company that owns the indicated condominium unit. Only deposit made to the bank account (s) number(s) for the purpose of this pre contract communicated in writing by both the owner and the developer shall be valid as proof of the indicated payments. Owner and developer will provide proof of: permits, breaking ground, photos of roofs on buildings and can bear punch list 30 days after closing.
b) If buyer fails to comply payments and within fifteen day of notification of payment due or find a replacement to continue payments, previous payments will be applicable and the buyer, once approved and having agreed to submit to the terms of this contract, can be substituted if so approved by owner and developer. 6. Liens and Encumbrances: At closing time, the property shall be free from liens, encumbrances, and mortgages and will have all utility bills and taxes paid to date. 7. Permission to enter the property: The buyer shall take possession of the
property at the moment of the closing. However the owner shall authorize the buyer to enter the property to inspect the process or complete punch list. 8. Transfer of the Property. Shall be carried out by transferring endorsed in the percentage stated in point 4, and recording it so in the shares
Register of Share
Holders Book of the company that owns the unit number indicated in point 4. All the books of the company will be given to the buyer at that closing moment, when the legal representation of the company will also sign off . 9. Legal costs: Costs for this pre contract, are paid by each of the parties involved. Owner covers costs of holding shares and books of committed company if its legal representative holds them, if held by escrow agent chosen by buyer the costs are his/hers. Each party will cover final closing of the transfer of shares and books of the company owner of the unit of this transaction. 10. Modifications: Any modifications of any part of this contract must be in writing and signed by the relevant parties.
11. Default clause: In the event the BUYER fails to pay within fifteen days of default notice, if funds are not available at time of closing, unless otherwise previously agreed by owner, developer and buyer, this agreement will be terminated unilaterally by seller and developer. All deposit and monies paid will be shared between owner, developer and agent (the latter up to the earned commission amount). Yet the buyer can resort to what is provided in clause 5.b in this contract within the limit of time there stated. In the event the OWNER and DEVELOPER do not complete the project in the time agreed, unless extension has been requested and agreed with the buyer, DEVELOPER shall immediately refund any and all earnest money deposit and monies. 12. Acceptance of Option: Bella Caléndula S.A. is the owner of this property and has the authority to execute this agreement jointly with signature of Ocio Samara SA. And both agree to sell the condominium unit and common areas of the project as stated in the recorded By-Laws of this condominium, on the above stated terms and conditions. 13. Developer agrees to pay for the Association of condominium owners dues, until the closing takes place. Each unit is obliged to an approximate cost of two hundred dollars per month for condominium dues. Buyer agrees that after the closing, he/she
will take over maintenance fees agreed by condominium as provided in its by-Laws. 13. Each party can transcript this agreement in a Notary’s Protocol and turn it into a Public document for which it is required to have it officially translated into Spanish. 14. This agreement and any supplement, addendum or modification signed by all parties, including any photocopy or facsimile, may be signed in two or more counterparts, all of which shall constitute one and the same writing. 15. Having read and understood every clause of this pre contract to purchase a Costa Rican corporation which owns a property in said country, we approve it and sign it without duress at _________ hour of this ________ day of ____________ in 200__.
__________________________ OWNER
___________________________ DEVELOPER
___________________________ BUYER