Share Purchase Agreement among 3-101-932323 Sociedad Anónima and Winslow Holdings LLC, Inversiones Samekh, S.R.L., and Tres-Ciento Uno-Setecientos Ochenta y Un Mil Doscientos Ochenta y Ocho, S.A. for 100% of Inversiones Turísticas Arenal, S.A.

WINSLOW HOLDINGS LLC, a limited liability company duly organized and existing pursuant to the laws of the State of Delaware, represented herein by its Director, Daniel Mikowski Hun (“Winslow”); INVERSIONES SAMEKH, S.R.L., a limited liability company duly organized and existing pursuant to the laws of Costa Rica, with corporate identification number 3-102-169463 represented herein by its Manager 01, Gabriel Saragovia Pragier (“Samekh”); and TRES-CIENTO UNO-SETECIENTOS OCHENTA Y UN MIL DOSCIENTOS OCHENTA Y OCHO, S.A., a company duly organized and existing pursuant to the laws of Costa Rica, with corporate identification number 3-101-781288 represented herein by its Treasurer, David Miremberg Rubinstein (“Tres-Ciento Uno”) (Winslow, Samekh, and Tres-Ciento Uno, each individually a “Seller” and collectively, the “Sellers”); and

3-101-932323 SOCIEDAD ANÓNIMA, a company duly organized and existing pursuant to the laws of Costa Rica with corporate identification number 3-101-932323, represented herein by its President, David Barry, bearer of the American passport number [***] (hereinafter, the “Buyer”). The Buyer and each of the Sellers, a “Party” and collectively, the “Parties”.

DEFINITIONS AND INTERPRETATION.

Definitions. Notwithstanding any indications to the contrary in the recitals of this Agreement, the following terms shall herein have the definitions listed below, for the scope and interpretation of this Agreement:

Interpretation Rules.

Unless otherwise contextually required, the following rules shall be followed in this Agreement: (a) accounting terms not expressly defined in this Agreement shall have its usual meaning, pursuant to the International Financial Reporting Standards; (b) “or” shall not be exclusive nor alternative; (c) “including” implies “without being limited to”; (d) words in singular form include their plural and vice versa; (e) “here” means this Agreement, including its Schedules and Exhibits; (f) the words “clause”, “article”, “section”, “exhibit” and “schedule” refer to clauses, articles, sections or Schedules of this Agreement; (g) any reference to a Party includes its successors or authorized assignees.

The Schedules and Exhibits to this Agreement are incorporated into it and shall be deemed an integral part of it for all effects.

The Parties, each represented by legal counsel, have participated in negotiating, and drafting this Agreement. This Agreement shall be deemed drafted jointly by the Parties in case of any ambiguity, question of intent or interpretation of its provisions, and there shall be no assumption or burden of proof against any Party given authorship of any of this Agreement’s provisions.

SHARE PURCHASE.

Transaction. Based on the representations, warranties, obligations, agreements, terms, and conditions of this Agreement, the Sellers agree to sell, transfer, and endorse one hundred percent (100%) of the Shares to the Buyer, free of any Limitations, as set forth and pursuant to the provisions of this Agreement. As payment for the sale and endorsement of the Shares, the Buyer shall pay the Purchase Price listed in Section 2.2, as set forth in Section 2.3, and in the proportions detailed in Exhibit 1. The Parties acknowledge that the Buyer’s goal in entering into this Agreement is acquiring full control of the Company with the Hotel and its ongoing Business.

Purchase Price. In consideration for the acquisition of one hundred percent (100%) of the Shares, Buyer shall pay the Sellers the total amount of One Hundred and Eleven Million Dollars (US$111,000,000.00), on a cash-free and debt-free basis (the “Purchase Price”), which shall be subject to the adjustments established in Section 2.3 and payments established in Section 2.3.

Purchase Price Payment.

Form of Payment. On the Closing Date:

The Buyer shall pay the Sellers, in the proportions indicated in Exhibit 1, the Purchase Price less (i) the Escrow Holdback, less (ii) Net Debt at Closing Date (which includes the Net Debt Escrow Amount), less (iii) Deferred Revenue at Closing Date, plus (iv) the amount of any Estimated Working Capital Surplus, less (v) the amount of any Estimated Working Capital Deficit, less (vi) the amount required to be withheld under the terms of Section 2.3.5 of this Agreement.

The Buyer and Sellers shall jointly issue a written instruction to the Escrow Agent directing the transfer of the Deposit to the escrow account, for it to be accrued as part of the Escrow Holdback established in Section 2.3.2.

The Buyer shall deliver, by wire transfer of immediately available funds to the escrow account indicated by the Escrow Agent, the difference between the Escrow Holdback and the Deposit, that is, the total sum of twelve million Dollars (US12,000,000.00). The Escrow Holdback shall be released as established in Section 2.3.2.

Escrow Holdback. The Parties have agreed that the total sum of thirteen million five hundred thousand Dollars (US$13,500,000.00) from the Purchase Price will be held in an escrow account (the “Escrow Holdback”). The Escrow Holdback shall be composed by i) the General Escrow Fund and ii) the Environmental Case Escrow Fund, and such funds shall remain in escrow, accrue interest, and be released as per the terms established herein and in the Escrow Agreement entered into on this date by the Parties and the Escrow Agent, attached hereto as Exhibit 3 (the “Escrow Agreement”).

General Escrow Fund. From the Escrow Holdback, the total sum of five million Dollars (US$5,000,000.00), will be held in escrow for a term of two (2) years since the Closing Date, in order to guarantee any indemnity obligations from the Sellers -other than those derived from the Environmental Case which shall be covered by the Environmental Case Escrow Fund- that may arise as a result of the indemnity procedure established in Section 8 of this Agreement (herein, the “General Escrow Fund”).

Environmental Case Escrow Fund. From the Escrow Holdback, the total sum of eight million five hundred thousand Dollars (US$8,500,000.00), will be held in escrow in order to guarantee any and all costs, expenses, liabilities, losses, damages, claims, fines, penalties, settlements, judgments, or other obligations (including, without limitation, reasonable attorneys’ fees and disbursements, construction expenses, expert fees, consultants’ fees, internal costs, and loss of profit) incurred or suffered by the Buyer or the Company in connection with, arising out of, or relating to: i) the criminal case under file number 25-000008-0611-PE, ii) [***],

by means of a final, non-appealable judgment issued by a competent court of the Republic of Costa Rica;

by means of a final settlement agreement entered into with a competent Governmental Authority, which has been duly recognized and authorized by a competent judicial authority of the Republic of Costa Rica through a non-appealable judicial judgment; or

by means of a final dismissal (“sobreseimiento definitivo” and/or “desestimación”) in favor of the Company issued by a competent judicial authority of the Republic of Costa Rica.

Post-Closing Purchase Price Adjustment:

No later than the 60^th day following the Closing Date, Buyer will prepare and deliver to Sellers a balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with Accounting Policies and the provisions established in Exhibit 2, together with a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the actual Working Capital, the actual Net Debt and the actual Deferred Revenue.

The Purchase Price shall be adjusted, upwards or downwards, by the net amount of the following adjustments (the “Post-Closing Purchase Price Adjustment”):

Upwards by the amount of any Final Working Capital Surplus, or downwards by the amount of any Final Working Capital Deficit (the “Working Capital Post-Closing Purchase Price Adjustment”.)

Upwards by the amount of any Net Debt Deficit, or downwards by the amount of any Net Debt Surplus (the “Net Debt Post-Closing Purchase Price Adjustment”); and

Upwards by the amount of any Deferred Revenue Surplus, or downwards by the amount of any Deferred Revenue Deficit (the “Deferred Revenue Post-Closing Purchase Price Adjustment”.)

Sellers shall have thirty (30) calendar days following Sellers’ receipt of the Closing Balance Sheet and the Closing Statement to deliver to Buyer any objections that Sellers may have to any of the matters set forth therein. During such 30-day period, Buyer shall provide the Sellers and the Sellers’ representatives with reasonable access to the Company’s books and records relating to Buyer’s preparation of the Closing Balance Sheet, Closing Statement and the calculations set forth therein. If Sellers do not deliver any written objections to Buyer within such 30-day period, Sellers shall be deemed to have accepted the Closing Balance Sheet, the Closing Statement and the calculations set forth therein. If the Sellers do deliver such written objections (a “Dispute Notice”), such Dispute Notice should detail the nature of any disagreement so asserted (collectively, the “Disputed Items”). Then, during the fifteen (15) calendar days following Buyer’s receipt of a Dispute Notice (or such longer period as they shall mutually agree in writing), Buyer and Sellers shall diligently attempt to resolve in writing the Disputed Items. Any Disputed Item resolved in writing by Buyer and Sellers will be deemed final, binding and conclusive for all Parties.

The Dispute Auditor’s determination of the Unresolved Items shall be final, binding, and conclusive on the Parties. The Dispute Auditor’s fees shall be split equally between the Buyer and the Sellers. Upon final determination of the Post-Closing Purchase Price Adjustment (if any) the applicable payment shall be completed within ten (10) Business Days after the final determination of the Post-Closing Purchase Price Adjustment, to the by wire transfer to the bank account(s) indicated by the benefited Party.

Payment of Net Debt at Closing Date.

At Closing, Buyer shall retain the amount of Five Million Five Hundred Seventy-Seven Thousand Ninety-Six Dollars (US$5,577,096) (the “Net Debt Escrow Amount”) from the Net Debt at Closing as a guarantee of the equivalent amount of Net Debt. The Net Debt Escrow Amount shall be deposited into an escrow account with the Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement.

The Net Debt Escrow Amount shall be released to the Sellers once Buyer has confirmed that (i) all cash and cash-equivalent investments in the Company’s accounts are available and accessible to the Company, and (ii) the Buyer has been able to fully pay the amount corresponding to Net Debt as reflected in the pay-off letter attached Schedule 2.3.4. Therefore, the Net Debt Escrow Amount shall be released by the Escrow Agent to the Sellers: upon (i) receiving a joint written instruction by the Buyer and the Sellers, or (ii) receiving a written instruction solely from the Sellers after the fifteen (15) calendar day term from the Closing Date, with mandatory copy to the Buyer.

To the extent any amounts are deducted or withheld under this Section 2.3.4, such amounts shall be treated for all purposes under this Agreement as having been paid to the Sellers as part of the Purchase Price.

Withholding Tax.

INTENTIONALLY OMITTED.

CLOSING DELIVERABLES.

REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

The Sellers have full capacity and authority to enter into this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. The copies of the organizational documents of the Company that have been made available by the Sellers to the Buyer prior to the date hereof during the Due Diligence, are true, correct, and complete and are in full force and effect, and there are no other organizational documents currently effective or applicable or binding to the Company. The Company is a corporation duly organized and existing under the laws of the Republic of Costa Rica and has the required corporate capacity to operate the Ordinary Course of Business as currently conducted.

Except as disclosed in Schedule 5.1.1.b), no further proceedings or corporate approvals on the part of or with respect to the Sellers are necessary to approve and authorize the execution and delivery of this Agreement or any other documents required to implement the Transaction, the performance by the Sellers of their obligations hereunder, or the consummation of the Transaction contemplated hereby. This Agreement has been duly executed and delivered by the Sellers and, upon execution and delivery thereof by the Buyer, will constitute a valid and binding agreement of the Sellers, enforceable against the Sellers in accordance with its terms.

The Sellers are the owners of record of the Shares as set forth in Exhibit 1. The Shares grant economic and social rights in the Company, pursuant to the laws of the Republic of Costa Rica. The Shares represent one hundred percent (100%) of the Company’s capital stock and have been duly issued, subscribed, and paid for, and are duly registered in favor of the Sellers in the Company’s shareholders’ registry book and share certificates.

The Shares are free and clear of any Limitations, restrictions, or claims of any kind. There are no options, warrants, agreements, arrangements or commitments of any kind with Third Parties relating to the Company’s capital stock.

(i) No subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire from the Company any equity or security of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any equity interests or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized unit appreciation, phantom unit or similar rights with respect to the Company. The Company does not have outstanding any bonds, debentures, notes, or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the Sellers.

Except for the Licenses listed in Schedule 5.1.5.a)i) the Company is the owner or holder of the Licenses listed in Schedule 5.1.5.a).ii), which are required and adequate for the use or operation of their assets and to carry out the Business within the Ordinary Course of Business. The Company, including with respect to the Business, is in compliance with such Licenses, all of which are valid and in full force and effect, and the Company has not received any notice to the contrary. The Company has conducted its Business in all respects in accordance with applicable Law and in compliance with all such Licenses. No proceeding is pending or threatened which could result in the revocation or termination of any such Licenses,

Except as disclosed in Schedule 5.1.5.b), the Company has obtained and holds, and at all times has held, all permits, licenses, authorizations, approvals, and required consents issued by any Governmental Authority that are necessary for the lawful construction, development and completion of all buildings, structures, assets and other improvements located within the Hotel (including the resort). All such permits and licenses were duly issued in favor of the Company, are valid and in full force and effect, and were obtained in compliance with applicable Law. Except as disclosed in Schedule 5.1.5.b), to the Sellers’ Knowledge, no event has occurred that would reasonably be expected to result in the revocation, suspension, or material adverse modification of any such: (i) permits and licenses, or (ii) buildings, structures, assets and other improvements.

Except as disclosed in Schedule 5.1.6.a), the Company has good and marketable title to all assets owned by it, free and clear of all encumbrances. The Sellers do not own, lease or license any of the assets used in or necessary for the operation of the Business. The items of tangible personal property owned by the Company (i) are in good operating condition and repair (ordinary wear and tear excepted), (ii) do not have any defects that would reasonably be expected to interfere in any material respect with their use in connection with the Business, and (iii) are suitable for the uses for which they are intended.

The properties and assets used, owned, licensed, or leased by the Company are the ones that have been used for the normal operation of the Business, as currently conducted. Except as disclosed in Schedule 5.1.6.b), the Company owns free and clear of all encumbrances, all the properties and assets which are primarily used or held for use in the Business, or are necessary to conduct the Business, in substantially the same manner as currently conducted, except for assets or services used by businesses generally such as the Internet, the public telephone network and public utilities.

The Sellers have provided to the Buyer true, correct and complete copies of the Financial Statements. The Unaudited Financial Statements include the balance sheet, income statement, and explanatory notes for the relevant fiscal year. The Audited Financial Statements include the balance sheet, income statement, the independent auditors’ report, and the explanation notes for the applicable fiscal year.

The Financial Statements (i) have been prepared from the books and records of the Company, (ii) contain figures that arose out of the Ordinary Course of Business, (iii) give a true complete and correct and fair view of the financial position, assets and liabilities and results of operations of the Company as of the dates indicated and the results of their operations and cash flows for the periods presented, all in accordance with Accounting Standards, and the Accounting Policies set out in the audited financial accounts and all in accordance with past practice.

No former or current employee of the Company or the Sellers has engaged in questionable accounting or auditing practices with respect to the Company or the Financial Statements. No attorney representing the Company or the Sellers, whether or not employed by them, has reported evidence of a violation of any applicable Law, breach of fiduciary duty or similar violation by the Company, the Seller, officers, directors, employees or agents to the Company’s and the Sellers’ board of directors.

The Company has maintained a system of internal accounting controls, and that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Accounting Standards, and to maintain asset accountability, and (iii) access to assets relating to the Company’s accounting systems is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company has timely filed, with the appropriate Governmental Authority and in accordance with applicable Law, all Tax Returns required to have been filed, and all such Tax Returns were and are complete, accurate and not misleading. The Company has kept and preserved complete, accurate and up-to-date records and information as required by the applicable Law, including also any records and information that have to be filed upon request of a Governmental Authority.

Except as described in Schedule 5.1.9.b):

All Taxes shown to be due on the Tax Returns referred to in subsection (a) above, and any and all Taxes otherwise due and payable (regardless of whether shown on any Tax Return) by or with respect to the Company, the Business and the Properties, have been paid in full, and all estimated Taxes required to be paid in respect of the Company, the Business and the Properties have been timely paid in full when due in accordance with applicable Law.

The Company does not have any payable Tax levies due to fines, surcharges, sanctions, penalties or interests regarding any of its Taxes. Any Taxes for which the Company may have been or may be joint and several obligors have been duly assessed, calculated and paid.

The amount of the Company’s liability for unpaid Taxes as of the date of the Financial Statements did not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) included in the Financial Statements, and the amount of the Company’s liability for unpaid Taxes for all periods or portions thereof ending on or before the Closing Date will not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as such accruals are reflected on their respective books and records on the Closing Date. To the extent required under applicable Law or Accounting Standards, the Financial Statements reflect an adequate reserve for all Taxes payable by the Company for all taxable periods and portions thereof through the date of such Financial Statements.

All Taxes that the Company is or was required by applicable Law or under the terms of any contract to withhold and/or collect, including any withholding and/or collections relating to (A) compensatory benefits and reimbursements, (B) wages, salaries and other payments to employees, (C) fees and payment to independent contractors, third parties and members of the Board of Directors; and (D) dividends or distributions to shareholders, have been duly withheld and collected and, to the extent required by applicable Law or the terms of such contract, have been paid to the proper Governmental Authority in the time and in the manner prescribed by applicable Law. The Company is not liable for any arrears of wages or any Taxes for failure to collect or withhold. The Company has property classified and booked for Tax purposes any and all of the foregoing payments.

Except as described in Schedule 5.1.9.c):

The Company has not engaged in any tax planning structure of which the purpose was the avoidance of, or deferral of or a reduction in the liability to, taxation.

All transactions between the Company as well as transactions between the Company and the Sellers or any Related Party (including Affiliates) of the Sellers were entered into and effected on at arm’s length terms. No Government Authority has made a transfer pricing adjustment with respect to any transactions entered into by or on behalf of the Company. The Company has completed and correct copies of any transfer pricing studies or materials prepared by, for or in respect of, the Company relating to related parties’ transactions.

The Company is in full compliance with its obligation to disclose its final beneficiaries before the Costa Rican Central Bank Registry of Transparency and Final Beneficiaries Declaration according to Law No. 9416.

The Company has the exclusive and unrestricted usage right for the Intellectual Property listed in Schedule 5.1.11.a). To the Sellers’ Knowledge, there are no Third Parties that may dispute ownership of any Intellectual Property right exercised by the Company within its Ordinary Course of Business. The Sellers are not reserving their right over any Intellectual Property of the Company used and required by the Company within its Ordinary Course of Business.

There are no claims or disputes regarding ownership of the Company’s Intellectual Property, and neither the Company nor the Sellers have received notice of any infringement of or conflict with asserted rights of others with respect to any of the Intellectual Property. Neither the Company, nor the use or other exploitation of any of the products or services of the Business, has infringed, misappropriated or otherwise violated in the last four (4) years or, to the Sellers’ Knowledge, is currently infringing, misappropriating or otherwise violating, any Intellectual Property of any person in any material respect.

The Company owns or has a valid and enforceable license to use any and all Intellectual Property used or held for use in, or otherwise necessary for, the conduct of the Business. The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any owned Intellectual Property.

The Company has taken reasonable steps in accordance with normal industry practice in Costa Rica to protect the confidentiality of all Intellectual Property of the Company, the value of which to the Company is contingent upon maintaining the confidentiality thereof and to the Knowledge of the Sellers, no such Intellectual Property has been the subject of any unauthorized disclosure other than to employees, representatives and agents of the Company, all of whom are bound by obligations of confidentiality.

To the Knowledge of the Sellers, there are no material viruses, worms, Trojan horses, bombs, backdoors, clocks, timers or similar harmful, malicious or hidden programs in any of the material software included in the owned Intellectual Property.

The Company’s IT assets operate and perform in all material respects as required by the Company and have not substantially malfunctioned or failed in any material respect during the past four (4) years. The Company has taken commercially reasonable actions, consistent with current industry standards of similarly situated businesses in Costa Rica, to protect the integrity and security of the IT assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption. There has been no unauthorized use, access, modification or corruption of any IT assets or any material information contained therein that has resulted in material monetary losses for any of the Company, in the loss of sensitive material information or that any of the Company has not been able to timely detect and fix.

Except as described in Schedule 5.1.11.g), the Company is in compliance with all: (i) applicable Law relating to privacy, data protection and the receipt, collection, processing, disclosure, sharing, transfer and use of personal information (“Privacy Laws”), (ii) contractual obligations of the Company with respect to the foregoing, and (iii) privacy policies of the Company provided to customers with respect to the foregoing, in all material respects. No indemnification requests or claims are pending or threatened in writing against any of the Company alleging any violation of Privacy Laws. Schedule 5.1.11.g) lists all personal data being processed by the Company as of the Execution Date.

Schedule 5.1.12.a) lists all Indebtedness assumed by the Company, which is valid, in force, and duly reflected in the Financial Statements. The Company is up to date with payment of principal and interest regarding all its Indebtedness.

The Company has not granted or loaned letters of credit, securities or guarantees to Third Parties, currently in force.

The Company does not have any Indebtedness or obligations, whether accrued, absolute, contingent, asserted, non-asserted, due, to become due or otherwise, other than (i) Indebtedness or obligations fully reflected or specifically reserved against in the Financial Statements, or (ii) current liabilities incurred in the Ordinary Course of Business after the date of the Financial Statements. Except as listed in Schedule 5.1.12.c), the Company has no off-balance sheet liabilities and is current in the payment and performance of all of its Indebtedness and obligations. As of the date hereof the Company is not liable for any Indebtedness owed to any Related Party or current employees or former employees of the Company.

Schedule 5.1.14.a) contains a list of all employees of the Company, including start date, position, compensation, vacation balance, regular scheduled hours, accrued bonus/commissions and identification of any employee on leave of absence or short-term disability.

The Company has acted and is duly registered as employer and, except as disclosed in Schedule 5.1.14.b), has: (i) complied in all material aspects with all employer obligations under applicable Law, including but not limited to compensation matters, vacations, Christmas bonus payments, prior notices, severance payments, overtime, benefits, and leaves; (ii) complied with all applicable contributions and payments regarding former employees; and (iii) filed all payroll reports before the Costa Rican Social Security Administration and the National Insurance Institute, and paid the applicable contributions regarding its employment and social security obligations.

The Company’s employees are not affiliated to a union nor represented by one. There are no formalized, proposed, or negotiated collective employment agreements between the Company and its employees.

The Company has an “Asociación Solidarista”, named “ASETAB”. The Company has complied with the applicable deposits of the monthly payments for the severance funds of the affiliated employees.

The Company has not agreed to increase the compensation level, benefits or payment of any bonus of any of its employees other than in the Ordinary Course of Business in accordance with past practice and none of its employees is entitled to any increase in compensation, bonus or other increase in benefits triggered by the Closing.

Schedule 5.1.14.f) sets forth a list, as of the date hereof, of all individual employment, non-compete or severance agreements with employees or former employees of the Company that are in effect as of the date hereof.

All current employees of the Company are lawfully authorized to work in the jurisdiction of the Company, according to applicable Law. In addition, all employees for the past four (4) years were confirmed by the Company to have lawful work authorization and residency permits. The Company is in compliance with all applicable Law relating to documentation and recordkeeping of their employees’ work authorization status.

Except as disclosed in Schedule 5.1.14.h), the Company has not entered into any services agreement or has a commercial relationship with any other person making personnel available to provide services and/or any relationship with independent contractors, and/or any contract and/or services or commercial relationship of the Company that may result in labor, social security, employees’ housing, retirement fund or other similar benefits, Taxes, profit sharing with employees or similar that may be deemed or result in a deemed employer situation under applicable Law.

There are no current administrative claims or proceedings filed by the Social Security Administration against the Company that have been notified or served to the Company. Except as disclosed in Schedule 5.1.14.i): (i) the Company is up to date on all corresponding payments to the Social Security Administration under applicable Law, including without limitation, Taxes; (ii) the Company has complied with the structuring and payment of the salaries and compensations of employees in accordance with the applicable Law; (iii) bonuses (where applicable) have been structured in accordance with the applicable Law and the applicable precedents stated by the relevant courts; and (iv) applicable social security contributions have been duly calculated and paid.

There is no pending litigation, arbitration, claim, suit, audit, or judicial or extrajudicial investigation procedure against the Company regarding employment-related alleged or suspected events of breach. The Sellers, neither the Company to Sellers’ Knowledge, are not aware of any potential litigation, arbitration, claim, suit, audit, or judicial or extrajudicial investigation procedure against the Company regarding employment-related alleged or suspected events of breach.

Schedule 5.1.14.k) contains a list and brief description of each benefit maintained, contributed to or required to be maintained or contributed to by the Company for the benefit of any present or former officers, employees, or directors of the Company (hereinafter, the “Benefits Plan”).The Sellers have delivered to the Buyer true, correct and complete copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof) and any amendments thereto, (ii) all reports, letters or other written communications from any Governmental Authority regarding any Benefit Plan . Except as described in Schedule 5.1.14.k), the Company has complied with all applicable Law relating to the Benefit Plans.

The Company owns or is the beneficiary of the Properties described in Schedule 5.1.16.a). There are no pending proceedings, lawsuits, or administrative actions relating to the Properties, or affecting the current use, occupancy, or value thereof. The legal description for the Properties in the Costa Rican National Registry describes such parcels fully and adequately, including any applicable Limitations. There are no outstanding options or rights of first refusal with respect to the purchase or use of any of the Properties, and there is no other Person in possession or having any other right to occupy or use any of the Properties unless described in Schedule 5.1.16.a).

The Properties constitute all real properties used or occupied by the Company in connection with its Business or reflected on the Financial Statements. With respect to the Properties:(i) the Company has all easements and rights necessary to conduct its Business as currently conducted and for the uninterrupted operation of the improvements thereon; (ii) no portion thereof is subject to any pending or, to the Sellers’ Knowledge, threatened condemnation proceeding or proceeding by any Governmental Authority; (iii); to the Knowledge of the Sellers there is nothing owing in respect of the Properties by the Company to any municipal entity or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, telephone, solid waste and sewage disposal, drainage, storm sewers, equipment facilities, and services required by applicable Law or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed; and (iv) to the Knowledge of the Sellers no part of the Properties has been taken or expropriated by any municipal or other competent authority nor has any notice or proceeding in respect thereof been given or commenced.

Except as described in Schedule 5.1.16.c).i, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of any parcel of Properties and the Company enjoys peaceful, exclusive, and undisturbed possession under all leases for Properties. Schedule 5.1.16.c).ii contains a list and brief description of any lease agreements and/or real estate usage rights, verbal or written, entered into by the Company and currently in force. The lease agreements are currently in force and the Company is up to date with the obligations pertaining to them. Neither the Company nor the Sellers have been notified of any event of breach regarding the lease agreements.

The Company owns the vehicles, equipment, inventory and movable assets described in Schedule 5.1.17.a). Such movable assets do not have any Limitations, nor any claims by Third Parties.

Schedule 5.1.17b) contains a list and brief description of any movable asset lease agreements or usage rights, verbal or written, entered into by the Company. Said lease agreements are currently in force and the Company is up to date with the obligations pertaining to them. Neither the Company nor the Sellers have been notified of any event of breach regarding the lease agreements.

The Company has complied and is in compliance with all applicable Law and Orders applicable to the Business and have maintained the required records and filed with the proper Governmental Authorities all statements and reports required by the applicable Law and Orders to which the Company or any of its assets, properties or operations. The operation of the Properties and the Business in the manner in which they are now and have been operated does not violate in any respect any zoning ordinances, municipal regulations or other applicable Law. No claim has been made by any Governmental Authority (and no such claim is anticipated, and the Sellers are aware of any facts which can give rise to such claims) to the effect that the Business fail to comply with any applicable Law.

Except as disclosed in Schedule 5.1.18.b), the Company, and the Sellers including their representatives or other persons acting on behalf of the Company, are in compliance with applicable Anti-Corruption Laws.

None of the Company or the Sellers has received any written communication from a Governmental Authority or any Person, including without limitation, financial institutions (i) related to any investigation or inquiry with respect to a potential violation by the Company or the Sellers of any Anti-Corruption Laws, and to their Knowledge, by their members of the board of managers or directors, officers, employes, consultants, representatives or agents or any other Persons acting on their behalf, (ii) that alleges that any Company or the Sellers or their members of the board of managers or directors, officers, employees, consultants, representatives or agents or any other Persons acting on their behalf, is in violation of any Anti-Corruption Laws, or (iii) related to the blocking, freezing and/or suspension of bank accounts of the Company.

None of the Company or the Sellers, nor any of their representatives or other Persons acting on behalf of the Company has, directly or indirectly, violated any provision of Anti-Corruption Laws, including by: (i) the use of any Company funds for unlawful contributions, gifts, entertainment or other expenses relating to political activity; (ii) making or offering any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from any of the Company’s funds; or (iii) making, offering or receiving any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.

None of the Company or the Sellers, and to their Knowledge, their members of the board of managers or directors, officers, employes, consultants, representatives or agents or any other Persons acting on their behalf has engaged or is currently engaged and/or selling products and/or providing services and/or in any way having a commercial relation with Persons that qualify as prohibited persons in accordance with Anti-Corruption Laws.

The minute books and records of the Company contain correct and materially complete records of all agreements taken at all meetings of the board of directors and stockholders of the Company, as required by Law and/or the Company’s bylaws. The Shareholders’ Registry Book contains a correct and complete record of the original issuance, transfer and other capitalization matters of the Shares.

The Company has not engaged in any material transaction with respect to the Business, maintained any bank account or used any funds of the Company except for transactions, bank accounts and funds that have been and are reflected in the normally maintained books and/or records of the Business. During the process of Due Diligence, the Sellers have made available to the Buyer and its agents and advisors, correct and complete copies of all corporate records required by the applicable Law for the Company.

All proceedings and actions reflected in the books and records of the Company described in this Section have been conducted or taken in compliance with the applicable Law and with the organizational documents of the Company. Furthermore, no dividend or reimbursement of the additional paid in capital to the Sellers (as recorded on the Company’s records prior to the transactions contemplated herein) has occurred or been declared by said shareholders or the Company since June 23^rd, 2025.

INTENTIONALLY OMITTED.

COVENANTS.

The Sellers and the Buyer hereby agree to execute and deliver such instruments and take such other actions as may reasonably be required to (i) carry out the intent of this Agreement; and (ii) consummate the transactions contemplated hereby.

If at any time after the day of this Agreement, the Buyer shall consider or be advised that any further assignments, conveyances, transfers or assurances in law, or any other actions, may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to transfer to the Buyer any right, title or interest of the Shares, of record or otherwise, the Sellers shall promptly execute, deliver and record, or cause to be executed, delivered and recorded, any and all such further instruments of assignment, conveyance and transfer and take, or cause to be taken, all actions and do, or cause to be done, all things, as may be reasonably requested by the Buyer to transfer to the Buyer all right, title and interest of the Shares, or as otherwise may be reasonably necessary or appropriate to carry out the intent of this Agreement.

INDEMNIFICATION.

The Sellers will indemnify the Buyer in the terms of this Section 8.1. For the purposes of this Agreement, the Buyer may claim from the Sellers, who assume this as a joint liability in proportion to their equity in the Company, any Damages incurred by the Buyer and/or the Company as a result of: (a) the breach of the Agreement by the Sellers; (b) any breach or inaccuracy of the representations and warranties made by the Sellers in Section 5.1 of this Agreement or materialization of any disclosed contingencies; (c) any intentional misrepresentation, willful misconduct or fraud of the Sellers in connection with this Agreement or the transactions contemplated hereby; (d) actions, omissions and retained liabilities which are originated prior to Closing; (e) any commission, finders fees or other payment for services rendered as a broker, finder or other advisor on behalf of the Company or the Sellers prior to or at Closing or regarding this Transaction; or (f) any failure by the Sellers to perform and/or comply with any covenant and/or obligation under this Agreement.

Furthermore, from, and after the Closing Date, the Sellers shall be liable jointly in proportion to their equity in the Company, and shall indemnify and hold harmless, the Buyer, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any applicable Law); (ii) Except for the failures arising from the late filing attributable solely to the Buyer or any other cause attributable solely to the Buyer or the Company after the Closing Date, with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), Taxes imposed on or attributable to the Company which are allocable, to the portion of such Straddle Period ending on the Closing Date (an “Interim Period”); (iii) Taxes imposed on the Buyer or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 5.1; or (v) all direct or indirect capital gains taxes and income taxes resulting from the gains realized on the transactions contemplated in this Agreement.

the representations and warranties contained in this Agreement will survive Closing and continue in full force and effect for a period of twenty-four (24) months after the Closing Date, except for:

the declarations made in Sections 5.1.1 (Legal Capacity; Binding Effect), 5.1.3 (Capital Stock), 5.1.6 (Title, Sufficiency and Condition of the Company Assets; Conduct of Business), and 5.1.9 (Tax Matters), which shall survive until the applicable statute of limitations (giving effect to any extensions and waivers thereof);

the declarations made in Section 5.1.14 (Employment Relationships and Benefits) which shall survive for a period of seven (7) years following the Closing Date; and

the declarations made in Sections 5.1.19 (Environmental Matters) which shall survive for a period of eight (8) years following the Closing Date.

Any indemnification obligation resulting from breach of covenants and obligations under this Agreement shall survive i) twenty-four (24) months as of the Closing Date or ii) the applicable statute of limitations, whichever occurs first, with the exception of matters included in Section 8.1.b) which shall survive for a period of the applicable statute of limitations (giving effect to any extensions and waivers thereof).

Notwithstanding anything to the contrary in this Agreement, the obligations of the Sellers in proportion to their equity in the Company, including their indemnification obligations, with respect to the Environmental Case shall survive the Closing and remain in full force and effect until the Environmental Case is fully and finally resolved as established in Section 2.3.2.b). For the avoidance of doubt, no survival period or other temporal restriction set forth elsewhere in this Agreement, nor the De Minimis or the Basket shall apply to the Sellers’ obligations or liability in respect of the Environmental Case until such final resolution has occurred; however, the other limitations described in Section 8.1.2 shall remain applicable as established therein.

For the avoidance of doubt, the indemnification obligations indicated in Subsections a) and b) above shall remain in full force and effect as long as the Notice of Claim is delivered by the Buyer to the Sellers within the applicable survival period, as established in this Section 8.1.1, even if the applicable Claim is resolved by the Parties, a Governmental Authority or the Arbitral Tribunal, as per Section 9, after the expiration of the applicable survival period.

Nothing herein shall operate to relieve Sellers from the indemnification of Damages to Buyer caused due to willful misconduct, fraud or a similar crime in the event such Seller is finally determined by a court of competent jurisdiction to have willfully and knowingly committed willful misconduct, fraud or a similar crime against the Buyer, with the specific intent to deceive and mislead the Buyer, regarding the representations and warranties made in this Agreement.

Sellers have no obligation for indemnification with respect to any Claims which have been notified to the Sellers after the applicable survival period specified in Section 8.1.1 has expired.

Notwithstanding anything contained in this Agreement to the contrary, Damages of the Buyer shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which the Buyer is a party or has rights) by Buyer in connection with the facts giving rise to the right of indemnification.

The Buyer is not entitled to double recovery in respect of any Claims for the same Damages even though they may have resulted from the inaccuracy of, or the failure to fulfill or perform, more than one of the representations, warranties, covenants and obligations in this Agreement.

Sellers shall not be liable under this Agreement in respect of any Damages which are contingent unless and until such contingent Damages have materialized and are due and payable, as proven throughout the corresponding indemnification process.

Sellers shall have no liability for any Damages to the extent that there is clear evidence that such Damages are attributable to any act, omission, transaction, arrangement or filing (including Business decisions) carried out at the request of, or with the written approval or consent of, Buyer at or before the Closing.

Sellers shall have no liability for any Damages which are remedied by Sellers to the reasonable satisfaction of Buyer pursuant to a remedial plan proposed by Sellers, which shall not be unreasonably rejected by Buyer. In this regard, Buyer shall use all reasonable efforts to assist Sellers, and cause the Company to assist Sellers, in remedying such breach. Such reasonable efforts shall include granting the Sellers access to individuals and information of the Company.

Sellers shall have no liability for any Damages to the extent that such Damages would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer or any of their Affiliates, or for any other act or omission by Buyer or any of their Affiliates, after the Closing Date.

Except for the obligations related to the Environmental Case, Sellers have no liability or obligation with respect to any single Claim for indemnification or otherwise with respect to the matters described in this Agreement unless the actual amount of the Damages with respect to such Claim is greater than fifty thousand Dollars (US$50,000.00) (“De Minimis”).

Except for the obligations related to the Environmental Case, Sellers have no obligation to make any payment for Damages for indemnification or otherwise with respect to any matters described in this Agreement relating to the Company (i) until the actual total amount of all Damages with respect to such matters exceeds five hundred thousand Dollars (US$500,000.00) (the “Basket”), and once the Basket is exceeded, the Buyer shall be entitled to seek indemnification for the full amount of such Damages, including the amount below the Basket; and (ii) up to a maximum amount equal to twenty-five percent (25%) of the Purchase Price, which is equal to US$27,750,000.00 (the “Cap”), unless the indemnity obligations derive from the Environmental Case, in which case the maximum liability of the Sellers shall not exceed an amount equal to forty percent (40%) of the Purchase Price, which is equal to US$44,400,000.00 (the “Environmental Cap”).

Any amounts paid by the Sellers related to the legal defense of the Environmental Case shall not be considered part of an indemnification for Damages derived from the Environmental Case, and shall be in addition to, and shall not reduce, erode, or count toward the Environmental Cap established under this Agreement. For the avoidance of doubt, in no event shall the aggregate liability of Sellers for indemnification for Damages payable under this Agreement exceed the sum of the Cap, unless such liability derives from the Environmental Case, in which case in no event shall it exceed the Environmental Cap.

For the avoidance of doubt, other than the representations and warranties provided by the Sellers in this Agreement, the Sellers do not make any representation or warranty, whether explicit or implied, concerning: (i) the truthfulness, correctness, accuracy, reasonableness or completeness of any projections, Business plans, market data, budgets or forecasts concerning the Company; (ii) forward-looking statements in management or commercial presentations and communications; (iii) probable success or profitability of the Company or (iv) general economic or industry conditions.

Notwithstanding anything in this Agreement to the contrary, Buyer shall not be indemnified or reimbursed for any Damage to the extent that such Damage is attributable to: (i) any voluntary action, omission, transaction, or arrangement carried out at the request or direction of, or with the written consent of Buyer, on or after the Closing or under the terms of this Agreement; (ii) any voluntary action, omission, transaction, or arrangement carried out by Buyer on or after the Closing which Buyer knew, or ought reasonably to have known (after reasonable inquiry), would, or was reasonably likely to, result in a Claim, and/or; or any voluntary act, omission, transaction, or arrangement carried out by Buyer on or after the Closing Date which results in any failure or inaccuracy of any representation or warranty of Sellers in this Agreement.

Notwithstanding anything to the contrary in this Agreement, Buyer and Sellers hereby agree that following the Closing, the sole and exclusive remedy of Buyer for any breach or inaccuracy of any representation, warranty, covenant, or agreement contained in this Agreement shall be the indemnification rights set forth in this Section 8 and subject to its terms, conditions, limitations and corresponding exclusions. Buyer hereby acknowledges that the remedies described in this Section 8 are Buyer’s sole and exclusive remedies with respect to breaches of such representations and warranties, or any Claims arising under or related to this Agreement, or the transactions contemplated hereby; provided, however, that nothing herein shall limit the right of the Buyer to seek specific performance or injunctive or other equitable relief in connection with a breach by another party of its obligations under this Agreement; provided, further, that this Section shall not apply to any indemnification obligations arising out of claims in connection with intentional misrepresentation, willful misconduct and/or fraud.

Upon receipt of a claim initiated by a Third-Party and/or a Governmental Authority, the Buyer must send the Notice of Claim to the Sellers within a period equal to one third of the term granted by the Third Party or the Governmental Authority to respond the claim or the request for information, this term shall be rounded up to the immediate next number of days when required.. The Notice of Claim must contain a copy of all the documents available to the Buyer at that time with respect to the claim, as well as any other available information regarding the claim, including the notification, communication or formal writing by the Third Party and/or the Government Authority. After the delivery of the Notice of Claim, the Buyer must make available to the Sellers and guarantee access to any documents, records, files, and information of the Company and the Business that are reasonably necessary and available in order to understand, analyze, and defend the issue related to the Claim (the “Claim Documents”). Access to the Claim Documents must be reasonably expeditious, timely, and should not be delayed, denied or retained for any unreasonable reason and will remain during the entire period of defense of the Claim.

The Sellers shall have a term equal to one third of the term granted by the Third Party or the Governmental Authority to respond the claim or the request for information, starting on the day following receipt of the Notice of Claim, to refer to the issues and events included in Claim and submit any exculpatory evidence regarding the Claim, if any, to the Buyer (the “Rebuttal Notice”); this term shall be rounded up to the immediate next number of days when required. By means of the Rebuttal Notice, the Sellers may state their intention to take charge and perform the defense of said Claim at their own expense, using counsel of the Sellers’ choosing and accepted by the Buyer, provided that (i) the Sellers have sufficient financial resources to assume the defense; (ii) the Claim relates solely to economic Damages and does not involve criminal charges; and (iii) Sellers expressly agree to cover any payment for Damages resulting directly from their defense. If the Sellers fail to deliver the Rebuttal Notice within the agreed term, this will constitute the full acceptance of the Claim and the resignation of the right of defense of the Claim by the Sellers. In any case, should the Sellers decide to exercise their right to defend the Claim in the aforementioned terms, (i) all defense actions shall be previously discussed and approved by the Buyer, to ensure that they do not contravene the interests of the Company or the Buyer; and (ii) the Sellers shall have the right to settle the Claim if the settlement involves solely economic matters, and shall obtain written consent from the Buyer before celebrating any liquidation of said Claim, if the liquidation does not expressly and unconditionally release the Buyer and the Company of all responsibility and obligation regarding the Claim.

The Parties agree that, from and after the Closing Date, the Sellers shall continue the legal direction and defense of the other cases listed in Schedule 8.3.2.c) (jointly, the “Cases”). Sellers will determine the strategy of the defense in consultation with Buyer’s counsel and will keep Buyer duly informed at all times. Notwithstanding the foregoing: (i) the Sellers and their appointed legal counsel will need Buyer’s approval to enter into any settlement agreement with a Third-Party and/or a Governmental Authority in connection with the Cases, which shall not be unreasonably withheld; (ii) the Sellers shall keep the Buyer reasonably informed of the status and material developments in the Cases and shall consult in good faith with the Buyer regarding any material decisions; (iii) the Parties shall cooperate in good faith and share relevant information as reasonably necessary to facilitate the conduct and resolution of the Cases; and (iv) if at any time during the defense of the Cases, the Buyer considers that: (x) the Sellers’ appointed legal counsel has a conflict of interest that may affect the Company, the Buyer or its legal defense; or (y) there is a Material Risk for the Company with the manner in which the defense is being conducted by the Sellers; then, the Buyer shall have the right, upon written notice to Sellers, to assume control of the defense of the applicable Case on behalf of the Company.

Upon receipt of a Notice of Claim from the Buyer, the Sellers shall have a term of fifteen (15) Business Days (the “Indemnification Review Period”) starting on the day following receipt of the Notice of Claim, to respond and submit any exculpatory evidence regarding the Claim, if any, to the Buyer (the “Claim Dispute Notice”). During the Indemnification Review Period, the Buyer must, in good faith, provide access to any Claim Documents in the Company’s possession or any information related to the Claim. If the Sellers do not respond within the Indemnification Review Period, the Claim will be automatically deemed accepted by the Sellers.

The Parties will negotiate in good faith and attempt to reach an agreement with respect to any Claim following delivery of the Claim Dispute Notice. If the Parties do not reach an agreement regarding the Claim within fifteen (15) Business Days following the date in which the Sellers deliver the Claim Dispute Notice, either Party may initiate arbitration to resolve the disputed amounts, as provided for in Section 9, within a maximum period of one (1) month after the expiration of the negotiation period listed above.

Should an arbitration request not be filed within the listed term, the amount claimed in the Notice of Claim will be deemed as the Damages to be indemnified for all purposes of this Section. In case an arbitration request is filed, the indemnifiable amount will be determined by a final arbitration award.

DISPUTE RESOLUTION

MISCELLANEOUS PROVISIONS.

/s/ David Miremberg Rubinstein

David Miremberg Rubinstein

Treasurer

3-101-781288 S.A.

/s/ David Barry

David Barry

President

3-101-932323 SOCIEDAD ANÓNIMA