documento amal

1. SHAREHOLDERS AGREEMENT
between
SERVICIOS ADMINISTRATIVOS CASTILLA, SOCIEDAD ANÓNIMA
and
L’ANIMA DEVELOPMENT PANAMA INC.
as the Shareholders of
[AMAL DEVELOPMENT SERVICES] S.A.
Dated as of [---], 2020

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THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of [---], 2020 (the “Effective Date”),
between:
a) SERVICIOS ADMINISTRATIVOSCASTILLA, SOCIEDAD ANÓNIMA,acorporationdulyincorporated
and existing under the laws of Costa Rica, with corporate ID number 3-101-023394 and social
domicile at San José, Santa Ana, Pozos, in front of the Automercado of Lindora, in Momentum
Lindora, Oficentro, third floor (“SACSA”), hereby represented by Manuel Cisneros Guislain, a
Costa Rican citizen, of legal age, withIDcard number8-0071-0014, acting as the company´slegal
representative with full authority, and;
b) L’ANIMA DEVELOPMENT PANAMA,INC, a corporation organizedandexistingunderthe lawsof
Panama, with corporate ID number Folio 155681884 and Entry 1 and social domicile at Panama
City,Republicof Panama (“L’ANIMA PANAMA”),herebyrepresentedby Martina Rohel,a Czech
citizen, of legal age, with passport number 44547023, acting as the company´s legal
representative with full authority.
Each of the foregoing a “Party” and/or “Shareholder” and collectively the “Parties” and/or
“Shareholders”.
As an intervening party, acknowledging and agreeing with the content of this Agreement, [AMAL
DEVELOPMENT SERVICES]S.A., acompanyorganizedandexistingunderthe lawsof the Republicof Costa
Rica, with corporate ID number [---] and social domicile at San Jose, Santa Ana, Pozos, Santa Ana-San
Antoniode Belénhighway,MomentumLindoramall,infrontof Automercado, secondmodule,thirdfloor
(the “Company”).
PREAMBLE
WHEREAS, SACSA partnered with L’ANIMA PANAMA and agreed to set-upthe Company under the laws
of the Republic of Costa Rica. The Company was duly incorporated on [---], 2020 and registered in the
CostaRican National Registryon [---],2020.SACSA andL’ANIMA PANAMA asShareholders holdeach50%
of the capital stock of the Company.
WHEREAS, the Company will perform administrative services to the entities within the corporate
structure such as administrative, accounting and sales services, related to the project called Místico, a
beachcommunity developmentlocatedinPlayaHermosa, PacíficoCentral, 20km.southof AutoMercado,
Playa Herradura (“Místico”).
WHEREAS, the Company will be a holding company of a series of entities in Costa Rica, which shall,
amongst other things, (i) develop real estate projects; (ii) construction of real estate projects; (iii) and
provide services to other entities, all these activities within the Costa Rican markets (the “Business”).

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THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties
herein contained, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:

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AGREEMENT
ARTICLE 1
INTERPRETATION
(a) Definitions.Eachtermdefinedinthe preambleandthe recitalsof thisAgreementhasitsassigned
meaning, and each of the following terms has the meaning assigned to it:
 "Agreement" means this ShareholdersAgreement together with the annexes, exhibits
and schedules thereto, as each may be amended from time to time.
 "Articles of Incorporation" means, at any time, the articles of incorporation of the
Company as in effect at that time.
 "Board" means the board of directors of the Company.
 "Share" means, at any time, any share in the capital stock of the Company.
 "Shareholder" means any person, other than the Company, who has executed this
Agreement and such other persons who hereafter acquire Shares in the Company and
become a party to this Agreement.
 "Shareholders Meeting" means the meetings of the Shareholders of the Company,
whether general, special, ordinary or extraordinary.
 “Affiliate”means,withreferencetoanyParty,anyparty,otherthanthe Company,atany
time controlling,controlledbyorundercommoncontrol withsuchParty.Forpurposesof
thisAgreement,“control”means:(a) holding,directlyorindirectly,more than50% (fifty
per cent) of the voting rights attached to the shares of a party, or (b) the power to
determineinfact(irrespectiveof the presenceorabsence of formal indiciaof control) the
management or policies of a party.
 “Annual Budget” has the meaning assigned to it in Article XIII, section (g).
 “Board Major Decision” has the meaning assigned to it in Article XIII, section (g).
 “Business” has the meaning set forth in the Preamble.
 “Business Days” means any day other than Saturday, Sunday and any day that is a legal
holidayoradayonwhichbankinginstitutionsin theRepublicof CostaRicaare authorized
by Law or governmental action to close.
 “Call Option Notice” has the meaning assigned to it in Article XII, section (d).
 “Call Option” has the meaning assigned to it in Article XII, section (d).
 “Capital Stock” referstothe fundsraisedinexchangeforissuinganownershipinterestin
the Company in the form of Shares.
 “CEO” has the meaning assigned to it in Article VII, section (e).
 “CICA” has the meaning assigned to it in Article XV, section (b).
 “Contributions” means when the Shareholders provide the funds and/or resources
required for the operation of the Company.
 “Deadlock Event” has the meaning assigned to it in Article XI, section (a).

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 “Default Notice” has the meaning assigned to it in Article XII, section (c).
 “Defaulting Shareholder” has the meaning assigned to it in Article XII, section (b).
 “Director” means that certain individual that holds a position in the Board of the
Company.
 “Dividend Policy” has the meaning assigned to it in Article V, section (d).
 “Drag-Along Notice” has the meaning assigned to it in Article VI, section (e).
 “Encumbrance” meansany voluntarymortgage,pledge,trust,encumbrance,lease,right
of first offer, lien, charge or other restrictions or limitations of any nature whatsoever,
which may result in a Transfer of any Share.
 “Event of Default” has the meaning assigned to it in Article XII, section (a).
 “Fundamental Business Decisions” has the meaning assigned to it in Article XI, section
(a).
 “Initiating Shareholder” has the meaning assigned to it in Article XI, section (b).
 “Laws” meansthe lawsand regulationsof the Republicof CostaRica and any other laws
andregulationsforthe timebeinginforceapplicabletothe CompanyoranyShareholder.
 “Majority Shareholder” means any Shareholder owning more that fifty-one percent
(51%) of the Capital Stock of the Company.
 “Místico” has the meaning assigned to it in the preamble.
 “Non-DefaultingShareholder”hasthe meaning assigned to it in Article XII, section (b).
 “Offer” has the meaning assigned to it in Article XI, section (b).
 “Permitted Transferee” has the meaning assigned to it in Article VI, section (a).
 “Person” means an individual, a partnership, a corporation, a limitedliability company,
an association, a joint stock company, a trust, a joint venture, an unincorporated
organizationandagovernmentalentityorany department,agencyorpolitical subdivision
thereof, including the Company.
 “Selling Shareholder” has the meaning assigned to it in Article VI, section (c).
 “Shareholders Major Decision” has the meaning assigned to it in Article IX, section (i).
 “Shot-Gun Offer” has the meaning assigned to it in Article XI, section (b).
 “Shot-Gun Offeree” has the meaning assigned to it in Article XI, section (b).
 “Shot-Gun Price” has the meaning assigned to it in Article XI, section (b).
 “Shot-Gun Provision” has the meaning assigned to it in Article XI, section (b).
 “Subsidiaries” refers to all the subsidiaries of the Company.
 “Third Party" meansanyparty otherthan the Parties,theirAffiliates and the Company.
 “Transfer Notice” has the meaning assigned to it in Article VI, section (c).
 “Transfer” means any direct or indirect transfer, sale, assignment (including assignment
of pre-emptive rights),exchange,donationorother dispositionof anykind,voluntaryor
involuntary, or any other transaction having a similar effect, including those resulting
from the foreclosure of any Encumbrance.

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(b) Currency. Unless otherwise indicated, all monetary amounts referred to in this Agreement are
expressed in dollars, legal currency of the United States of America.
(c) SectionsandHeadings. The divisionof thisAgreementintosectionsandthe insertionof headings
are for reference purpose only and shall not affect the interpretation of this Agreement.
(d) Entire Agreement. This Agreement constitutes the entire agreement among the Parties hereto
withrespectto the subjectmatter hereof,andsupersedesall prioragreements,understandings,
negotiations, and discussions, whether written or oral. There are no conditions, covenants,
agreements, representations, warranties, or other provisions, express or implied, collateral,
statutory or otherwise, relating to the subject matter hereof except as provided in this
Agreement.
(e) Other Interpretative Provisions.
a. The words “hereof,” “herein,” “hereunder,” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to any particular
provisionof thisAgreement. Exceptasexpresslysetforthherein,areferencetoaSection,
an Article, an Annex, an Exhibit or a Schedule means a Section in, an Article of, or an
Annex, an Exhibit or a Schedule to, this Agreement.
b. The terms “include,” “includes” and “including” shall be construed as followed by the
words “without limitation.”
c. The definitionscontained in thisAgreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
d. Any agreement, instrument or Law defined or referred to herein (or provision thereof)
means such agreement, instrument or Law (or provision thereof) as from time to time
amended, supplemented or otherwise modified and includes references to all
attachments thereto and provisions incorporated therein.
e. Any references to a Person are also to its successors and permitted assigns and, in the
case of any governmental institution,shall be construed as includinga reference to any
governmental institution succeeding to its functions and capacities.
ARTICLE II
SCOPE OF THE SHAREHOLDERS AGREEMENT
(a) Purpose.The Partiesheretocovenantandagree thatthe purpose of thisAgreementistogovern
the rights and obligationsof the Partiesas Shareholdersof the Companyandwithrespectto the
Business of the Company.

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(b) Incorporation. The terms of this Agreement shall be incorporated to the Company’s articles of
incorporationandrecordedbeforethe CostaRicanNational Registry.The Shareholders’will adopt
the actions required under local law in order to complete such registration
(c) Conflict.The termsof thisAgreementwillprevail incase thereare contradictionsorconflicts with
respect to the articles of incorporation of the Company.
(d) Conduct and Development of the Business. The Shareholders agree that their respective rights
andobligationsinrelationtothe Companyandthe Businessshallbe regulatedbythisAgreement
and the Articles of Incorporation. The Shareholders agree to comply with the provisions of this
Agreementandall provisionsof the Articles of Incorporation whichrelate tothemandthat such
provisions of this Agreement and the Articles of Incorporation shall be enforceable by the
Shareholders between themselves in whatever capacity. The Shareholders shall (so far as they
lawfullycan) use theirreasonable besteffortstoensure thatthe Companycomplieswithall of its
obligations under this Agreement and the Articles of Incorporation.
ARTICLE III
THE COMPANY
(a) Name. The corporate name of the Company will remain as currently recordedbefore the Costa
Rican National Registry.
(b) Business. The main business of the Company will be to develop the Business. Notwithstanding,
the Company may conduct other kind of businesses or perform any commercial activities
permitted by Law, as long as it is duly authorized by the Shareholders.
(c) Term. The Companywill continueoperatingforthe termsetforthin itsvalidlyregistered Articles
of Incorporation, unless otherwise agreed by the Shareholders.
ARTICLE IV
ACCOUNTING AND RECORDS
(a) Books,RecordsandInspections.The Companyshallkeepandmaintainfull andaccurate booksof
account,legal books,financialrecordsandsupportingdocuments,whichshall reflect,completely,
accuratelyand in reasonable detail inall material respectseachtransaction of the Companyand
such other mattersas are usuallyenteredintothe recordsor maintainedbyPersonsengagedin
a businessof like characterorasare requiredbyLaw,andall otherdocumentsandwritingsof the
Company. The books of account, legal books, financial records, and supporting documentsand
the otherdocumentsand writingsof the Companyshall be kept and maintainedatthe principal
office of the Company.

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Upon at leasttwo (2) BusinessDayspriornotice tothe Shareholders,all booksandrecordsof the
Companyshall be opento inspectionandcopyingbyany of the Shareholdersortheir authorized
representatives during business hours and at such Shareholder’s expense, for any purpose
reasonably related to such Shareholder’s interest in the Company; provided that any such
inspection or copying is conducted in a manner that does not unreasonably interfere with the
Company’s business.
(b) Banks Accounts, Notes and Drafts. The Shareholders acknowledge that the Company may
maintain Company funds in accounts, money market funds, certificates of deposit, or other
depositoryinsurance institutionsandthatthe Shareholdersshall notbe accountable orliable for
any loss of such funds resulting from failure or insolvency of the depository institution. Checks,
notes,drafts and otherorders for the paymentof moneyshall be signedby such Personsas the
Shareholders from time to time may authorize. When the Shareholders so authorize, the
signature of any such Person may be a facsimile or electronic copy.
(c) Company Tax Returns. The tax returns for the Company shall be prepared as directed by the
Shareholders.The Shareholdersmayextendthe time forfilinganysuch Tax Returns as provided
forunderapplicablestatutes.AttheCompany’sexpense,the Companyshall retaintheaccounting
firm to prepare or review the necessary income tax returns and information returns for the
Company.Each Shareholdershall provide suchinformation,if any,asmay be reasonablyneeded
by the Company for purposes of preparing such tax returns; provided that such information is
readily available from regularly maintained accounting records.
(d) Fiscal Year. The fiscal year of the Company for financial reporting purposes shall be a 12-month
year starting on January 1 and ending on December 31.
ARTICLE V
SHAREHOLDING STRUCTURE
(a) Capital Stock. The Company’s capital stock is composed by ten thousand Shares of ten colones
each,fora total amountof one hundred thousandcolones,legal currencyof the Republicof Costa
Rica (the “Capital Stock”). SACSA owns five thousand Shares,representingfifty percent(50%) of
the Capital Stock, and L’ANIMA PANAMA owns five thousand Shares, representing fifty percent
(50%) of the Capital Stock.
(b) Additional CapitalContributions.The Shareholdersshall notmake,orbe compelledtomake,any
Additional Capital Contributions unlessitisrequiredbyLaw, or unlessitis necessaryforthe day
to day operation of the Company. The Additional Capital Contributions will be funded
proportionatelybyeachShareholderbasedontheircorrespondingparticipationsinthe Company

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as setforthin point(a) of thisArticle. Unlessthe Shareholdersagree otherwise,all the Additional
Capital Contributions should be obtained and treated as a loan from the Shareholders to the
Companies that will be subject to reasonable interest rates as applicable in the local market.
However, if after having consulted with three different banks (local or international),it is not
possible toobtainthe Additional Capital Contributionsthroughloans,the Shareholdersagree to
obtain and treat such contributions as Additional Capital Stock and record it as such on the
Company’s records.
(c) Share Certificates.The Share Certificatesof the Company mustbesignedbythe Presidentand the
Secretary of the Board of Directors.
(d) Dividend Policy. Subject to applicable Law and any contractual restrictions, the Company will in
general have a dividend policy (the “Dividend Policy”) whereby it will distribute at least forty
percent(40%) of the previousyear’snetprofits,providedhoweverthatall of the Company’scash
flowandcapex requirementscontainedinthe followingyear’sapprovedAnnualBudgetare met,
as determined by the Board.
ARTICLE VI
SHARE TRANSFER
(a) General Rule. Any Transfer of Shares of the Company shall be prohibited except for certain
permitted Transfers to any of the following (each, a “Permitted Transferee”):
a. An Affiliate of such Shareholder;
b. Any trust for the benefit of such Shareholder or the spouse, parents, siblings or lineal
descendants of such Shareholder, individually or together as a whole;
c. Any beneficiary upon consummating a Transfer on death of such Shareholder;
d. Anypersonwiththepriorwrittenconsentof eachnon-transferringshareholderif theTransfer
firstcompliedwiththe rightof firstrefusal andthe tag-alongrightsof the othershareholder;
or
e. A Third Party if the Transfer first complied with the right of first refusal and the tag-along
rights of the other shareholder;
Providedthat,ineachof the foregoingclausesabove,suchtransferring Shareholdershall provide
the Board with(A) prior writtennotice of such Transferat leastfive (5) businessdayspriorto its
consummation and (B) an executed joinder to the Shareholders Agreement by the transferee,
simultaneously with the consummation of such Transfer, substantially in the form attached as
Exhibit 1.

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(b) Dilution. In the event that the Board determines that the Company requires additional capital
(which shall be a Board Major Decision), and one or more Shareholders of the Company
determinesthatitwill notexercise itspreemptiverighttosubscribe forsuchadditional Sharesor
equity interests, the Parties agree that the valuation utilized to determine the terms of such
capital contribution shall be the fair market value of the Company as determined by an
internationally-recognized independent Third Party appraiser.
(c) Right of First Refusal. Except as related to a permitted Transfer (save for case d. and e. of the
previous (a) section), all of the Shareholders of the Company shall be subject to a right of first
refusal such that a selling shareholder (the “Selling Shareholder”) may Transfer its Shares or
equity interests to a Third Party so long as the other Shareholders have the opportunity to
purchase such Sharesor equityinterestspriortoanysuch Transferin accordance withthe terms
below, which purchase shall be on a pro rata basis (based on the percentage of the Company’s
Shares equity interests then held by each such Shareholder, calculated on a fully-diluted, as-
converted basis).
For suchpurpose, the SellingShareholdershallnotify the Boardandall of the otherShareholders,
in writing, of itsdesire to Transferits Sharesor equity interests andthe price per equity interest
upon which it desires to Transfer such equity interests (the “Transfer Notice”). The non-Selling
Shareholders shall have ninety (90) calendar days to exercise their right of first refusal after
receiving the Transfer Notice. If none of the non-Selling Shareholders exercise their respective
rightto acquire such equityinterestsafterreceiptof writtennotice fromthe SellingShareholder,
thenthe SellingShareholdershall have the opportunity tosell such equity intereststoany Third
Party for a period of ninety (90) calendar days so long as the terms and conditions of such sale
(including the price per Share) are not more favorable for the purchaser than the terms and
conditions first offered to the other Shareholders.
(d) Tag AlongRights.In the eventthat a SellingShareholderentersintonegotiationsorexecutes an
agreementwithanyThirdParty(excludinganyPermittedTransferee) tosell(whetherinanysingle
transaction or series of related transactions, and whether directly or indirectly) any Shares or
equityinterest, the otherShareholders shall have the rightto participate insuch sale and to sell
in such sale a pro rata portion of the respective Shares or equity interests then held by such
Shareholderforthe samepricepershare andunderthe sametermsandconditions asthose being
offered to the Selling Shareholder. The Selling Shareholders shall ensure that the participating
Shareholders will be given the opportunity to adequately exercise their right of participation in
such negotiations and sale.
(e) Drag AlongRights.In the eventthat a Majority Shareholderentersintonegotiations orexecutes
an agreement withany Third Party (excluding any Permitted Transferee) to sell (whether in any
single transactionorseriesof relatedtransactions, andwhetherdirectlyorindirectly) 100% of its

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Capital Stock or equity interestinthe Company, the Majority Shareholdershall have the right to
oblige the other Shareholders to participate in such sale and to sell in such sale 100% of the
respective Sharesorequityintereststhenheldbysuchshareholderforthe same price pershare
and underthe same termsandconditions asthose beingofferedtothe Majority Shareholderbut
not less than fair market value.
To that effect, the Majority Shareholder shall,within ten (10) Business Days upon receiving the
purchase offer, give notice in writing of such obligation (the “Drag-Along Notice”) to the other
Shareholders settingforth(a)the transferpriceperShare,(b)the identityandaddressof the Third
Partywhohas indicatedawillingnesstopurchase the Sharesatsuchprice,and(c) the anticipated
completion date of the Transfer of all the Shares to the Third Party. On a completion date to be
selectedbythe Shareholdersandthe ThirdParty,but to be no laterthan sixty (60) businessdays
from the date of delivery of the Drag-Along Notice, the Majority Shareholder and the other
Shareholders shall TransfertheirSharestothe ThirdParty againstfull cash paymentbythe Third
Partyof the price referredtointhe DragAlongNotice.However, the otherShareholders shall not
be obligedtocompletethe saleof anySharesifthe ThirdPartydoesnotpurchasethe Sharesfrom
the Majority Shareholder.
(f) Pre-Emptive Rights. Each Shareholder shall have the right to purchase their pro-rata portion of
any additional equitysecurities,orequitysecuritiesconvertible orexchangeable forotherequity
securities (e.g., options, warrants, etc.), and any other voting rights issued by the Company in
order to maintain their original percentage ownership of the Company on a fully-diluted, as
converted basis.
ARTICLE VII
MANAGEMENT & REPRESENTATION
(a) PowersandDutiesof the Board. The Board shall be responsible forthe overall managementand
strategicdirectionof theBusinessof theCompany,includingthe directionof the Subsidiaries, and
shall act in the interestsof the Shareholderscollectivelysoasto maximize the Company’sequity
value,withoutregardtothe individual interestsof anyof the Shareholders. The Subsidiariesshall
sign a Joinder to this SHA, but the provision to the SHA shall be valid and binding to the
Subsidiaries even if this joinder is not executed.
(b) Composition of the Board. The Company and the Subsidiaries will be directed by a Board of
Directors comprised by five (5) members which should be: President, Vice-President, Secretary,
Treasurer and Director (Vocal). The directors will remain in their positions for five years each,
unless the Shareholders agree otherwise. The Directors may become Shareholders of the
Company, and therefore, indirect shareholders of the Subsidiaries.

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Aslongas a Shareholderownsbetweenthirtypercent(30%) andfiftypercent(50%) of the voting
rights of the Company, they may appoint two (2) directors each. One (1) director shall be a
mutually agreed by the Shareholders.
The party who appoints a director to the Board shall also have the right in its sole discretion to
remove and replace such director. In accordance with the foregoing, the Parties shall agree to
affirmativelyvote theirrespective Sharesinfavorof the removal andreplacement,asnecessary,
of the directors appointed by such other Shareholder.
(c) Appointment&Removal of the Directors.The Directorsshall be appointedandremovedwiththe
majorityvote of the Shareholders andassetforthin thisAgreement.SACSA willhave the rightto
appointtwo (2) directorsand L’ANIMA PANAMA will have the rightto appointtwo(2) directors,
as set forth below. The fifth director will be appointed by SACSA and L’ANIMA PANAMA. No
Shareholder may vote for the removal or replacement of a Director nominated by another
Shareholder.
i. Aslongas the Shareholderskeepthe necessaryparticipationdescribedabove, the Parties
agree that the appointments of the President and Vice-Presidentwill be rotative. This
means that for a first period of five years, the President will be appointed by L’ANIMA
PANAMA and the Vice-President by SACSA. For the second period of five years, the
President will be appointed by SACSA and the Vice-President by L’ANIMA PANAMA,and
soon.Forpurpose of clarity,thismeansthat the Partiesagreeto alternate thenomination
rights over the Directors of the Company and the Subsidiaries as follows: (i) SACSA will
hold the right to nominate the Vice-President and the Secretary for the first five years,
andL’ANIMA PANAMA willholdthe righttonominatethe Presidentandthe Treasurerfor
the first five years; (ii) Once the first five years expire, L’ANIMA PANAMA will hold the
right to nominate the Vice-President and the Secretary for the next five years, and
L’ANIMA PANAMA willholdthe righttonominatethe Presidentandthe Treasurerforthe
next five years; (iii) Once those subsequent five years expire, the Shareholders shall
continue alternating the right to appoint these four members for the rest of the term.
ii. SACSA and L’ANIMA PANAMA hold the right to nominate jointly the Director (Vocal) of
the Company.
iii. How will the above applyif there is an investoronboard?It will nolonger be onlySACSA
& L'Anima Panama
iv. The Shareholders hereby agree to initially appoint:
a) Darrell Edward Metzger as President of the Company;
b) Manuel Pablo Cisneros Guislain as Vice-President of the Company;
c) José Miguel Cisneros Guislain as Secretary of the Company;

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d) Martina Rohel as Treasurer of the Company;
e) Rafael Cisneros Guilain as Director (Vocal) of the Company.
The Directorsshall be qualifiedprofessionalswithhigh standardsof ethical businessconduct.
(d) Legal Representatives of the Company & Authority to Act. The legal representation of the
Company for judicial and extrajudicial mattersshall relyonthe Presidentandthe Vice-President
of the Company,whowill have the authorityof a Full Powerof Attorneywithout sumlimitation
pursuant to the dispositions of article 1253 of the Costa Rican Civil Code. The powerholder may
grant any kind of powers of attorney, being able to substitute their power in whole or in part,
alwaysreservingthe exercise thereof,revoke substitutionsandmake othersagain,withoutever
losingtheirpower. Nevertheless,the authorityof the Directors will be subjectto the limitations
set forth in this Agreement.
(e) Other appointments. In addition to the Board of Directors, the following positions will be
appointed with the majority vote of the Shareholders:
 Comptroller: Will be in charge of supervising the performance of the Company and its
compliance with the Law. The Comptroller will be designated by the Board of Directors
and will remain in his position for entire legal term of the Company. The Shareholders
agree to appoint GUSTAVOADOLFO GRANADOSHERNÁNDEZ, a CostaRica Citizen, legal
age, with ID card number 1- 0813-0407 as Comptroller.
 Chief Executive Officers (“CEO”): The Companywill have a CEO that will be in charge of
the day to day operations.The CEO will be appointed byL’ANIMA PANAMA for a period
of two (2) years. After such period, the Shareholders shall jointly appoint the CEO for
anothertwo-yearperiod,andso on. L’ANIMA PANAMA herebyappointsDarrell Edward
Metzger as the CEO. The CEO shall have all the necessary powers and authorities to all
operatingdecisionswithinthe Annual Budgeton behalf of the Company and to manage
the Subsidiaries but shall not be able to individually undertake any Major Decision (as
defined below) and shall be subject to the authority of the Board as described herein.
During the firstterm, the CEO agreesthat he will workad-honorem, consideringthathe
isfinal beneficiaryof the Shareholdersandthattheyexpecttomake theirreturnfromthe
provided services from their participation in the Shareholders.( is this necessary?)
(f) Remuneration of the Directors, Comptroller and CEO. Any Director, Comptroller or CEO who
incurs expenses in fulfilling his duties shall be entitled to have such reasonable expenses
reimbursedbythe Company.Otherwise(butwithoutprejudicetoanyremunerationpayabletoa
Director,ComptrollerorCEO inrespectof executive dutiescarriedoutunderanyseparate service
agreement with the Company) the Directors, Comptroller and CEO shall be entitled to receive
remunerationbyway of salary,commission,feesorotherwise inrelationtothe performance of

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their duties as Directors, Comptroller and CEO in accordance with the decisions of the board.
ARTICLE VIII
BOARD OF DIRECTORS MEETINGS
(a) Meetings.The Boardof Directorsshall meetatleastonce every quarter.However,the Boardcan
hold meetings more frequently at its own discretion, or upon request of any of its members.
(b) Formalitiesof the BoardMeeting.The Boardmayholdmeetingsinanycityorcountryof theworld
if agreedbythe simplemajority of the Directors.Boardmeetingswill beconductedbothinEnglish
and Spanish. The official versions of the minutes shall be Spanish and English.
(c) Procedure for Calling the Meetings. The meeting shall be called at least ten (10) calendar days
before the date of the meeting.The dayinwhichthe notice isdeliveredtothe membersandthe
day inwhichthe meetingisheld,shouldnotbe takeninconsiderationforpurposesof calculating
the ten (10) day termprovidedhereinbyits members.The notice maybe deliveredto the Board
members by either e-mail or handed personally. The requirement of previous notice may be
dispensed if the totality of the Directors is present.
(d) Quorum.The Board Meetingswillbe validlyinstalledif the majorityof Directors (atleastthree)is
present at meeting; provided however, that each Director has been properly notifiedabout the
meeting following the procedure set forth in this section.
However,if propernotice of a meetingof the Board is given withat least10 calendardays prior
notice, specifying the business to be transacted at the meeting, and quorum of Directors is not
presentatthe designatedtime,thenameetingof Directorsmaybe heldone hourlaterif atleast
one of the Directors appointed by each Shareholder is present.Is this required by law?
(e) Voting.Subjecttothe otherprovisionsof thisAgreement,atanyBoardMeetingeachDirectorwill
have one (1) vote and decisionsatBoardMeetingswillbe takenbya simple majorityof the votes
of the Directors,unlessotherwisespecifiedinthisAgreementwithrespecttoa specificmatteror
Board Major Decisions (as defined below). The Secretary of the Board of Directors will take the
minutesandrecordtheminthe correspondingbook.Inthe absenceof the Secretary,the minutes
shall be kept by the person designated by the Board members present at the corresponding
session.Itwillnotbe necessarytorecordthe deliberationsinthecorrespondingminutes,incases
where the memberspresentateachsessionsoagree.The minutesof the Boardof Directorsmust
be signedbythe PresidentandSecretary,inthe eventof the absence of anyof them, theywillbe
signed by the person appointed by the members of the Board present at the corresponding
session

15. 15
(f) Virtual Meetings.TheBoardmeetingsmaybeheld,evenwhenamemberisnotphysicallypresent,
bytelephone,videooranyothermeansof communicationthatallowsall personsparticipatingin
the session to listen and communicate with each other at the same time and in a manner
permanentand will be consideredasif the memberattended the meetinginperson.The Board
of Directors meetings under this modality may be held, even when a director is not physically
present,aslongastheyare inaccordance withthe principlesof comprehensiveness,interactivity
and simultaneity, with a guarantee of the preservation and authenticity of the deliberation and
agreements,throughthe use of atechnological systemorsuitable meansof communicationthat
allows the full identification of all members in virtual or non-face-to-face meetings, through
videoconference,maintaining bidirectionality and using audios, videosand data to hold general
meetingsbetweenpresentandabsentinreal time and not deferredinsucha waythat allowsall
the people whoparticipate inthe meetingorsessiontolistenandcommunicate witheachother
simultaneouslyandpermanently.The minuteswillalso include (a) whichmemberof the Boardof
Directors was present virtually; (b) the reasons for the absence of the member of the Board of
Directors who is not physically participating in the session; (c) the place where the absentee is;
(d) what technological meanswasused;and(e) the reasonsforthe transferby videoconference.
Any member of the Board of Directors will proceed to sign the minutes of the session. The
videoconferenceswill be heldthroughatechnological programthatmeetsall the characteristics
indicated above, such as, but -in virtue of the constant technological advances- not limitedto,
Zoom, Cisco WebEx, Skype, Ready Talk, MegaMeeting, iLinc, AnyMeeting, omNovia, Adobe
Connect, Google Hangout.
(g) Board Major Decisions. In addition to any approval required by applicable Law, each of the
decisions(each,a“Board Major Decision”) setforthbelow willrequire a qualifiedmajorityof the
Board. Qualified majority will include the affirmative vote of at least one (1) of the Directors
designated by L’ANIMA PANAMA and by SACSA.
a. Any material change in the Business or purpose of the Company or its subsidiaries,
company´s strategic guidelines including any major extension/diversification of fieldof
activities and/or geographical area.
b. Anyamendmentorwaiverof anyprovisionof the Company’sArticlesof Incorporationor
any other governing documents of the Company or its subsidiaries.
c. Any change in the size or composition of the Board or the board of directors of its
subsidiaries, except to the extent either L’ANIMA PANAMA or SACSA are replacing their
Directors.
d. Approval ormodificationof the Company’soritssubsidiaries’annualbudget(the“Annual
Budget”).In the eventthatthe Partiescannotagree on the Annual Budget,the previous
year’s Annual Budget will be automaticallyrenewed for such term until the Parties can
agree on the Annual Budget.

16. 16
e. Anycreationof, or material investmentin, anysubsidiary orjointventure thatisoutside
of the Company’s ordinary course of business.
f. Any merger, consolidation, recapitalization, or reorganization of the Company or any of
its subsidiaries, including, without limitation to: (A) any increase or decrease in the
authorized number of Shares or equity securities of the Company; (B) the creation (by
reclassification or otherwise) of any new class or series of securities having rights,
preferencesorprivileges seniortoequity securities inexistence, includingsecurities such
as warrants, options orany othersecurity convertible intoequity;(C) the requirementto
contribute anyadditional capitaltothe Company oritssubsidiaries;and(D) anylistingor
delisting of equity interests of the Company or any subsidiary on any stock exchange or
market.
g. Any liquidation, reorganization or dissolution, the filing of a bankruptcy or insolvency of
the Company or its subsidiaries.
h. Any Transferof all or substantially all of the Sharesorequity interestsof the Company or
its subsidiaries.
i. The acquisition, disposition, issuance, redemption, conversion, split, recapitalization or
reclassification by the Company or any subsidiary thereof of any Shares or equity
securities.
j. Any Transfer of any assets of the Company or its subsidiaries with a value in excess of
US$1.0 million, individually, or US$4.0 million, in the aggregate.
k. Anychange inthe DividendPolicygoverningthe paymentordeclarationof any dividend
or distribution on any equity securities issued by the Company and its subsidiaries.
l. The establishmentof an incentive compensationplan,andapproval and issuance of any
incentive compensation to directors or the senior management team.
m. Incur,amend,modify, restate,supplement,extendorrenew indebtedness(includingthe
issuance of bonds or debentures) in excess of US$5 million, of the Company or its
subsidiariesorguarantee anyindebtednessof the Company,itssubsidiaries,its Affiliates
or its shareholders, in each case, not set forth in the Annual Budget in excess of 20% of
the aggregate level of indebtednessfor the Company anditssubsidiariesprojectedinthe
Annual Budget.
n. Any transaction or business arrangement (including, without limitation, any transaction
relating to debt or a guarantee), directly or indirectly, with any officer, director,
controllingshareholderorAffiliate of theCompanyoritssubsidiaries;andanytransaction
or business arrangement (including, without limitation, any loan or guarantee), directly
or indirectly, with any company or other legal entity in which an officer, director,
controlling shareholder or Affiliate of the Company or its subsidiaries has a material
financial interest; excluding a list of companies defined in the Exhibit 2.
o. Appointment,change orremoval of the Company’sindependentauditorif notone of the
“Big Four” accounting firms.
p. Appointment of a new CEO.

17. 17
Anyresolutionsof the Board concerninganymatters otherthan the Board Major Decisions shall
be adopted by a simple majority vote of the Directors attending the meeting in person.
(h) Committees of Directors.The Board may constitute committeesto assist the Board, which may
include Directorsaswell asthirdpartieswithexpertise inthe specificareaof the Committee.The
Committees shall report to the Board and shall operate in accordance with the guidelines
determined by the Board.
ARTICLE IX
SHAREHOLDERS’ MEETINGS
(a) Meetings of Shareholders. Shareholders shall hold general, special, ordinary and extraordinary
shareholdermeetingsinaccordance withCostaRican Laws. The Shareholdersshallholdageneral
ordinary meeting at least once a year within three (3) months after endof the fiscal year of the
Company. Extraordinary meetings shall be held at any time as required by the Shareholders.
(b) Formalities of the Shareholders Meetings. The Shareholders can hold meetings in any city or
countryof the worldif agreedunanimouslybythe Shareholders.The Shareholders meetingsmay
be conducted both in English and Spanish. The official version of the minutes shall be Spanish.
Each Shareholder shall be entitled to vote its Shares in person or through a proxy.
(c) Procedure for Calling the Meeting. All meetings shall be called by the President or the Vice-
President of the Board at least ten (10) calendar days before the date of the meeting. The
meetingsmayalsobe calledbyanyShareholdersholdingatleasttwenty-five(25%) percentof the
outstandingSharesof the Company.The dayinwhichthe notice isdeliveredtothe Shareholders
and the day in which the meeting is held,should not be taken in consideration for purposes of
calculatingthe ten(10) dayterm providedhereinbyitsmembers.The notice maybe deliveredto
the Shareholdersbyeither e-mail orhandedpersonally. The requirementof previousnotice may
be dispensed if the totality of the Shareholders is present.
(d) Quorum. Upon the first call, the quorum of the meeting will be formed with the presence of at
least seventy-five (75) percent of the outstanding voting Shares. On the second call, one hour
afterthe firstone, the quorumwill be formedwithall the Sharesthatare presentorrepresented
at the meeting.
(e) Voting. With the exception of the Shareholders Major Decisions (as defined below) all
Shareholdersresolutionshallbe approvedbythe simplemajority(51%) of Sharesthatare present
at the meeting. All the agreementsmade at the meetingmustbe recordedin the corresponding
minute book, without it being necessary to record the deliberations related to each agreement,

18. 18
unlessthe meetingitselfsoagreesorthe interestedShareholdersorequests.The minuteswillbe
signed by the President and the Secretary of each meeting.
(f) Virtual Meetings. The Shareholders meetings may be held, even when a Shareholder is not
physically present, by telephone, video or any other means of communication that allows all
personsparticipatinginthe meetingtolistenandcommunicatewitheachotheratthe same time
and ina mannerpermanentandwill be consideredasif the Shareholderattendedthe meetingin
person.The Shareholdermeetings underthismodalitymaybe held,evenwhena Shareholderis
not physically present, as long as they are in accordance with the principles of
comprehensiveness, interactivity and simultaneity, with a guarantee of the preservation and
authenticity of the deliberation and agreements, through the use of a technological system or
suitable meansof communication that allows the full identification of all Shareholders in virtual
or non-face-to-face meetings, through videoconference, maintaining bidirectionalityand using
audios, videos and data to hold general meetingsbetween present and absent in real time and
not deferredinsuchawaythat allowsall the peoplewho participateinthe meetingorsessionto
listenandcommunicate witheach othersimultaneouslyandpermanently.The minuteswill also
include (a) which Shareholder was present virtually; (b) the reasons for the absence of the
Shareholderwhoisnotphysicallyparticipatinginthe session;(c) the place wherethe absenteeis;
(d) what technological meanswasused;and(e) the reasonsforthe transferby videoconference.
The Presidentandthe Secretaryof the Board will proceedtosignthe minutesof the meeting, or
those appointed ad-hoc for the meeting. The videoconferences will be held through a
technological programthatmeetsall the characteristicsindicatedabove,suchas,but -invirtue of
the constant technological advances- not limited to, Zoom, Cisco WebEx, Skype, Ready Talk,
MegaMeeting, iLinc, AnyMeeting, omNovia, Adobe Connect, Google Hangout.
(i) Shareholders MajorDecisions.Inadditiontoanyapproval requiredbyapplicableLaw,eachof the
decisions(each,a“ShareholdersMajorDecision”)setforthbelow willrequireaqualifiedmajority
of the Shareholders.Qualifiedmajority shall mean the vote of at least seventy percent (70%) of
Shares of the Shareholders in the Company.
a. Any material change in the Business or purpose of the Company or its subsidiaries,
company´s strategic guidelines including any major extension/diversification of fieldof
activities and/or geographical area.
b. Anyamendmentorwaiverof anyprovisionof the Company’sArticlesof Incorporationor
any other governing documents of the Company or its subsidiaries.
c. Any change in the size or composition of the Board or the board of directors of its
subsidiaries, except to the extent either L’ANIMA PANAMA or SACSA are replacing their
Directors.
d. Approval ormodificationof the Company’soritssubsidiaries’ AnnualBudget.Inthe event
that the Parties cannot agree on the Annual Budget, the previous year’s Annual Budget

19. 19
will be automatically renewed for such term until the Parties can agree on the Annual
Budget.
e. Any creationof, or material investmentin, anysubsidiary orjointventure thatisoutside
of the Company’s ordinary course of business.
f. Any merger, consolidation, recapitalization, or reorganization of the Company or any of
its subsidiaries, including, without limitation to: (A) any increase or decrease in the
authorized number of Shares or equity securities of the Company; (B) the creation (by
reclassification or otherwise) of any new class or series of securities having rights,
preferencesorprivileges seniortoequity securities inexistence, includingsecurities such
as warrants, options orany othersecurity convertible intoequity;(C) the requirementto
contribute anyadditional capitaltothe Company oritssubsidiaries;and(D) anylistingor
delisting of equity interests of the Company or any subsidiary on any stock exchange or
market.
g. Any liquidation, reorganization or dissolution, the filing of a bankruptcy or insolvency of
the Company or its subsidiaries.
h. Any Transferof all or substantially all of the Sharesorequity interestsof the Company or
its subsidiaries.
i. The acquisition, disposition, issuance, redemption, conversion, split, recapitalization or
reclassification by the Company or any subsidiary thereof of any Shares or equity
securities.
j. Any Transfer of any assets of the Company or its subsidiaries with a value in excess of
US$1.0 million, individually, or US$4.0 million, in the aggregate.
k. Anychange inthe DividendPolicygoverningthe paymentordeclarationof any dividend
or distribution on any equity securities issued by the Company and its subsidiaries.
l. The establishmentof an incentive compensationplan,andapproval and issuance of any
incentive compensation to directors or the senior management team.
m. Incur,amend,modify,restate,supplement,extendorrenew indebtedness(includingthe
issuance of bonds or debentures) in excess of US$5 million, of the Company or its
subsidiariesorguarantee anyindebtednessof the Company,itssubsidiaries,its Affiliates
or its shareholders, in each case, not set forth in the Annual Budget in excess of 20% of
the aggregate level of indebtednessfor the Company anditssubsidiariesprojectedinthe
Annual Budget.
n. Any transaction or business arrangement (including, without limitation, any transaction
relating to debt or a guarantee), directly or indirectly, with any officer, director,
controllingshareholderorAffiliate of theCompanyoritssubsidiaries;andanytransaction
or business arrangement (including, without limitation, any loan or guarantee), directly
or indirectly, with any company or other legal entity in which an officer, director,
controlling shareholder or affiliate of the Company or its subsidiaries has a material
financial interest; excluding a list of companies defined in the Exhibit 2.

20. 20
o. Appointment,change orremoval of the Company’sindependentauditorif notone of the
“Big Four” accounting firms.
p. Appointment of a new CEO.
ARTICLE X
CORPORATE GOVERNANCE & INFORMATION RIGHTS
(a) Corporate Governance. The Shareholdersundertake to establish the best corporate governance
practices, which from time to time are established and widely recognized, whose primary
objective is to protect the interests of the Company,its subsidiaries and its assets, and which at
the same time protect the Shareholders appropriately.
(b) Information Rights. Shareholders undertake to adopt the mechanisms that ensure that all
information about the Company and its subsidiaries and assets is presented accurately and
regularly, including, but not limited to, the results obtained, the financial situation, budgets,
accounting information, eventual risks, whether these are financial or of any other nature,
conflicts of interest, corporate governance, information on the selection, appointment,
compensation, removal and evaluation of key executives, high-impact labor disputes,
reorganizationprocesses,internal control systemsandauditing,securitiesratingand changesin
strategy. All Shareholders and the members of the Board of Directors of the Company will be
recipientsof saidinformation.Thus,the Shareholdersagree toensure thatall Partieshave access
to the Company’s information.
Each Shareholderhasthe right,upon reasonable requestandforpurposesreasonablyrelatedto
the interest of the person as a Shareholder of the Company, to review and copy during normal
businesshoursanyof theCompany'srecordsandtoobtainfromthe Companypromptlyafterthat
a copy of the Company's tax returns be available.
(c) Other Information. The Shareholders agree that the Company shall prepare, or cause the
preparation of, and, once approved by the Board, shall submit to the Shareholders the
information set out in:
a. Exhibit 3 (Shareholders Information); and
b. such other information as any Shareholder may reasonably require relating to the
Business or financial condition of the Company or of any Company Subsidiary within a
reasonable period.
(d) Audit & Inspection. The Shareholders have the right to audit the Company and its subsidiaries.
Thus, a Shareholder may, at its own expense, at all reasonable times, during normal business
hours and withreasonable notice: (a) discussthe affairs,financesandaccounts of the Company

21. 21
with the Board; and (b) inspect and make copies of all books, records, accounts and documents
relating to the Business and the Company.
ARTICLE XI
DEADLOCK EVENTS AND EXITS
(a) General Rule. The Major Decisions listed above (the “Fundamental Business Decisions”) are
fundamental business decisionswhich, if consistently blocked or rejected by the Board or the
Shareholders,couldcause amaterial detrimenttothe Company’s Business andcause aDeadlock
Event. If the Parties are unable to settle an issue with respect to the Company or reach an
agreementona Fundamental BusinessDecision (the“DeadlockEvent”), thenMartinaRohel and
Rafael Cisneros Guislain shall meet to attempt to find a solution to the Deadlock Event on such
issue or Fundamental Business Decision that is beneficial to the Company.
(b) Shot-Gun Provision. In case that after such escalationprocess the Parties have not beenable to
resolve within fifteen (15) Business Days the DeadlockEvent, thena shot-gun provision shall be
applicable. In such case, the following procedure will be followed:
i. If the Deadlock Event cannot be solved in the term established above, then any
Shareholder (the “Initiating Shareholder”) may initiate a forced buy or sell agreement
(the “Shot-Gun Provision”).
ii. If there are only two (2) Shareholder to this Agreement at the time this Shot-Gun
Provision is utilized, the Initiating Shareholder will give a written offer (the “Shot-Gun
Offer”) tothe otherShareholder(the “Shot-GunOfferee”),specifyingthe priceperShare
(the “Shot-Gun Price”) at which the Initiating Shareholder is willing to:
(a) sell all of the Shares owned by the Initiating Shareholder; or
(b) purchase all of the Shares owned by the Shot-Gun Offeree.
iii. If the Shot-Gun Offeree does not respond to the Shot-Gun Offer before 5:00pm on the
15th
BusinessDayafterthe date onwhichthe Shot-GunOfferwasreceived,the Shot-Gun
Offeree will be deemed to have agreed to sell the Shot-Gun Offeree’s Shares to the
Initiating Shareholder at the Price.
iv. If the Shot-Gun Offeree elects to purchase the Initiating Shareholder’s Shares, the Shot-
Gun Offeree will tenderacertifiedcheck forthe Shot-GunPrice within10 BusinessDays
of notifyingthe InitiatingShareholderthatthe Shot-GunOfferee haselectedtopurchase
the Initiating Shareholder’s Shares on receipt of Price.
v. If the Shot-GunOfferee electsorisdeemedtoelecttosell the Shot-GunOfferee’sShares
to the Initiating Shareholder, the Initiating Shareholder will tender a certified check for
the Price within 10 Business Days of either the date on whichthe Initiatingshareholder
receives notice that the Offeree has elected to sell the Shot-Gut Offeree’sShares or the

22. 22
date on which the Shot-Gun Offeree is deemed to have elected to sell the Shot-Gun
Offeree’s Shares to the Initiating Shareholder, and the Shot-GunOfferee will transfer or
cause to be transferredtothe InitiatingShareholderall of the Shot-GunOfferee’sShares
on receipt of the Price.
vi. Failure to make a paymentrequiredbythisShot-GunProvisionor failure totransfer the
Sharesas requiredbythisShot-GunProvisionwill be deemedto be a breach of contract
and the non-defaultingpartywill,inadditiontoanyotherremediesavailable,be entitled
to and may elect to, by written notice within 30 Business Days of the default, purchase
the defaulting party’s Shares at 65% of the Price.
vii. If there are more than two(2) ShareholderstothisAgreement,the InitiatingShareholder
may make a Shot-GunOfferto one of the otherShareholders,andthe procedure in this
Shot-Gun Provision will apply as if there were only two (2) Shareholders. The Initiating
Shareholdermayalsomake an offer to the otherShareholdersasa group,and the other
Shareholders will either come to an agreement among themselves to but the Initiating
Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating
Shareholder, an the procedure in this clause will apply.
ARTICLE XII
DEFAULT; BREACH OF FUNDAMENTAL BUSINESS DECISIONS
(a) Eventof Default.If aShareholderbreachesitsobligationsunderthe Agreement, includingbutnot
limitedregardinganyFundamental BusinessDecision, andeither(1) the breachisnot capable of
being remedied or (2) the Shareholder does not remedy that breach as soon as possible and in
any event within ten (10) Business Days of it receiving a notice from the other Shareholders
requiring it to remedy that breach, then it shall constituted an “Event of Default”.
(b) Notice of Default. If anEventof Defaultoccurs,the ShareholderwhocommitsanEventof Default
(the “Defaulting Shareholder”) shall notify the other Shareholder (the “Non-Defaulting
Shareholder”) assoonas reasonablypracticable,andinanyeventwithinfive(5) BusinessDaysof
the Event of Default.
(c) Default Notice.Following an Event of Default, the Non-DefaultingShareholder may give written
notice (the “DefaultNotice”) withinthirty(30) BusinessDaysof receivingnotificationof anEvent
of Defaultor of it becomingaware of anEventof Default,whicheveristhe earlier,permittingthe
Non-Defaulting Shareholder to exercise the Call Option.
(d) Call Option.The Non-DefaultingShareholdershall have anoption(the“Call Option”) topurchase
all but notlessthanall of the Shares of the DefaultingShareholder. The Call Optionisexercisable
inwhole butnot inpart by writtennotice from the Non-DefaultingShareholdertothe Defaulting
Shareholder(the“Call OptionNotice”) givenatanytime afterthe DefaultNotice.The Call Option

23. 23
Notice shall includethe price of the Sharestobe acquired,price whichwillbe atadiscountedrate
calculatedas follows:valuationof the Shares minusa discountof 35%. Upon exercise of the Call
Option, the Defaulting Shareholder shall sell, and the Non-Defaulting Shareholder shall buy the
Shares. A Call Option Notice is irrevocable and unconditional.
ARTICLE XIII
CONFIDENTIALITY
(e) Term.Duringthe termof thisAgreementandfor five years(5) afteritsterminationforanycause,
the Parties agree to keep secret and retain in strict confidence and not to use for the benefit of
itself or others, all Confidential Information of the Parties and the Companies, learned or
produced by the Parties.
(f) Confidential Information.Forpurposesof thisAgreementConfidential Informationshall meanall
confidential orproprietaryinformationof the Partiesand/or the Companies,andrelatingtothe
past, present or future business affairs of the Parties and the Companies, including, without
limitation, research, technology, development or business plans, operations or systems,
methodology, sales figures, profit margins, profit and loss figures, suppliers and customer
information (including, without limitation, customer lists) and which is produced or made
available, either orally or in writing, or obtained by the Parties, regardless of whether it was
labeled as confidential or not; provided, however, confidential information shall not include
information which (i) at the time of receipt or thereafter becomes publicly known through no
wrongful act of the disclosing Party or (ii) must be disclosed by virtue of statute or a judicial
proceeding or request.
ARTICLE XIV
TERM & TERMINATION
(a) Term. This Agreement shall first come into force and effect as of the date hereof and shall
continue inforce untilotherwise agreedbythe Parties,orwhenanyof the eventsof the following
section occur.
(b) Terminationof the Agreement.ThisAgreementshallterminate uponanyof the followingevents:
i. If termination is mutually agreed in writing by the Parties;
ii. If one Shareholder holds all of the Capital Stock of the Company;
iii. If all the Shares of the Company are sold to a Third Party, in compliance with this
Agreement;
iv. If the other Party goes bankrupt, is insolvent, or starts a liquidation process;
v. If there is a change of control of a Party without the authorization of the other Party;
vi. If the otherParty defaultsorfailstocomplywithanyof the provisionsof thisAgreement.

24. 24
In case the Agreementisterminateddue toaParty’sbreach,defaultornon-compliance of anyof
the provisionsinthisAgreement,the non-complyingPartyshall be heldliable bythe otherParty
for such breach.
(c) Release of a Party´s Liability. The Parties will be released of their corresponding rights and
obligationsunderthisAgreement,incaseanyof themceasestobe aShareholderof theCompany;
provided however,thatsuch Party shall not be releasedfromany liabilitiesorobligationsunder
this Agreement accruing prior to the time such Party ceased to hold Shares in the Company.
Furthermore,the Partieswill notbe releasedfromanyliabilitiesorobligationswhichare expressly
intended tosurviveandcontinue tobe infullforce andeffectafterthe Transferof a Party´sShares
in the Company.
ARTICLE XV
GENERAL PROVISIONS
(a) Governing law. The laws of the Republic of Costa Rica govern this Agreement.
(b) Dispute resolution: Inthe eventadispute arisesinconnectionwiththisAgreement,suchdispute
shall be submitted to an arbitration proceeding administered by the International Center for
Conciliation and Arbitration of the Costa Rican-American Chamber of Commerce ("CICA"). The
Parties hereby agree to submit voluntarilyand unconditionally to its rules and bylawsand claim
knowledgethereof.The arbitrationshall takeplace atCICA inSanJosé,Republicof CostaRicaand
the proceeding shall be in English. The Shareholders agree that during such proceedings,
adequate translationof documentsandsimultaneoustranslationservicestothe Spanishlanguage
will be reasonablymade available tothe partieswhorequire them, whichcosts will be borne by
the parties of the dispute in equal parts. A sole arbitrator appointed by CICA will resolve the
matter.The awardrenderedpursuanttosucharbitrationshall be inwriting,shallbe final,binding
and conclusive among the parties. All costs and expenses related to the arbitration proceeding
shall be borne by the parties to the dispute in equal parts. The losing party will cover (and
reimburse tothe prevailingparty) all costsandexpensesrelatedtothe arbitration(includingthe
costs of legal counsel and expert witnesses), except if the parties expressly agree otherwise.
(c) Severability. If any provisionof this Agreement shall be held to be invalid or unenforceable by a
judgement or decision of any court or arbitration tribunal, that provision shall be deemed to be
severable and the remainder of this Agreement shall not be deemed to be affected and shall
remainvalidandenforceable tothe fullestextentpermittedbylaw.The Partiesshallingoodfaith
use their best efforts to agree upon a valid and enforceable provision having.

25. 25
(d) Non-Assignability.NeitherthisAgreementnoranyrightsorobligationshereundermaybe directly
or indirectly assigned, transferred, encumbered or otherwise disposed of by one Party, without
the written consent of the other Party.
(e) Confidentiality. All information disclosed by the Parties during the discussions, negotiation
execution,existence andperformanceof thisAgreementshallbe keptconfidentialbythe Parties
and shall not be disclosed by either Party without the prior written consent of the other.
Additionally, all informationof the Companies shall be kept secret and maintained in strictest
confidence, during and after the termination of this agreement.
(f) Amendments. Any revisions, modifications, changes or amendments regarding the terms and
conditions of this Agreement shall only be valid if included in a written agreement signed by
authorized officers or representatives of the Parties.
(g) Ratification by the Company. The Company shall execute and ratify this Agreement for the
purpose of rendering enforceable and giving effect to the obligations expressed herein.
Furthermore,withinthirty(30) calendardayssince thisdate,the Companyshallamenditsbylaws
for it to be in accordance with this Agreement.
(h) Counterparts.ThisAgreementmaybe executed inone ormore counterparts,eachof whichshall
be deemed an original but all of which together shall constitute one and the same instrument.
The delivery of an executed counterpart of this Agreement by facsimile shall be deemed to be
valid delivery thereof.
(i) Notices.All noticesandothercommunicationshereundershall be inwritingandshall be deemed
duly given and delivered to the following addresses:
SACSA:
Attention: Manuel Cisneros Guislain
Address: San José, Santa Ana, Pozos, radial Santa Ana-Belén, centro
comercial Momentum Lindora, segundo módulo, tercer piso.
E-mail: info@d506.cr
with a mandatory copy to:
BLP Legal
Centro Comercial Vía Lindora
Edificio BLP, cuarto piso
Radial Santa Ana-Belén, km. 3
Santa Ana, San José

26. 26
Costa Rica
Attention: Eduardo Calderón and Adriana Castro
Email: ecalderon@blplegal.com; acastro@blplegal.com
L’ANIMA PANAMA:
Attention: Martina Rohel
Address: Ph. TOC, piso 57, Calle Colón, Corregimiento de San
Francisco, Punta Pacífica, Ciudad de Panamá. Panamá.
E-mail: mrohel@lanimaholdings.com
***
[SIGNATURES IN THE FOLLOWING PAGE]

27. 27
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in three (3)
originals as of the date hereof.
SACSA:
____________________________
Manuel Cisneros Guislain
Secretary with legal representation
L’ANIMA PANAMA:
____________________________
Martina Rohel
President wilth legal representation
AMAL DEVELOPMENT SERVICES S.A.:
____________________________
Manuel Cisneros Guislain
Vice-president with legal representation

28. 28
EXHIBIT 1
Joinder to Shareholders’ Agreement
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the
undersigned(the“JoiningParty”) inaccordance withtheShareholders’Agreementof [AmalDevelopment
Services S.A.] dated as of [---], (the “Shareholders’ Agreement”) among SERVICIOS ADMINISTRATIVOS
CASTILLA,S.A. and L’ANIMA DEVELOPMENT PANAMA INC., as the same may be amended,amendedand
restated or otherwise modified from time to time. Capitalized termsused, but not defined, herein shall
have the meaning ascribed to such terms in the Shareholders’ Agreement.
The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder
Agreement,the JoiningPartyshall bedeemedtobe apartytothe Shareholders’Agreementasof the date
hereof andshall have all of the rightsand obligationsof a“Shareholder”thereunderasif it had executed
the Shareholders’ Agreement.
The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Shareholders’ Agreement.
The Joining Party hereby sets forth the following address for any and all notices related to the
Shareholders’ Agreement:
[____________________]
[____________________]
Attention: [____________________]
Facsimile: [____________________]
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written
below.
Date: [---]
[NAME OF JOINING PARTY]
By:
Name:
Title:

29. 29
EXHIBIT 2
Excluded List of Companies with Material Financial Interest
Can you please explain these what are these companies and why are they are excluded? What
companies included
- Scatola Bianca S.A., with corporate ID number 3-101-416872
- Colorado Tarpón S.A., with corporate ID number 3-101-016724
- D quinientos seis S.A., with corporate ID number 3-101-543479
- Treno Lungo S.A., with corporate ID number 3-101-417259
- Inversiones Badajoz S.A., with corporate ID number 3-101-551589
- Mistico Beach Club S.A., with corporate ID number 3-101-742657
- 3-101-736780 S.A., with corporate ID number 3-101-736780
- 3-101-639105 S.A., with corporate ID number 3-101-639105

30. 30
EXHIBIT 3
Shareholders Information
Minimum Information
 Copy of the corporate books of the Company and the Subsidiaries, including the Shareholders
MeetingMinute Book,Boardof Directors’Meeting MinuteBookandShareholders’RegistryBook.
 Such information and analysis as required by the Shareholders to enable the Shareholders, and
their auditors and attorneys, to discharge their statutory responsibility.
 The unaudited results of the Company and the Subsidiaries for the previous financial year.
 Audited Financials or audited consolidation returns for the previous financial year.
 A detaileddraft Annual Budgetforthe Companyand Subsidiaries forthe followingfinancial year
(includingestimatedmajoritemsof revenueandcapital expenditure).The AnnualBudgetshallbe
brokendownon a monthlybasis,shall containa cash flow forecastand a balance sheetshowing
the projected positionof the Company and Subsidiaries as at the end of the following financial
year.
 Monthlyunauditedmanagementaccountsincluding(1) adetailedprofitandlossaccount,balance
sheetandcashflowstatementandcashflow forecastforthe nextthree months(2) ananalysisof
subscriptions and other revenue,(3) a review of the Annual Budget including a reconciliation of
results with revenue and capital budgets and (4) a statement of the source and application of
funds.
Audit Requirements
 The Companyshall provide thefollowingtothe auditorsof theShareholders,wheresuchauditors
differ from its own:
- access to financial information, business models and documentation;
- a requesttoitsauditorstoprovide theShareholders’auditorswithaccesstotheir
staff, work-papers and audit findings;
- a request for its auditors to report to the Shareholders’ auditors on their audit
findings and independence from the Company, if required by the Shareholders,
on the basis that the Shareholders’ auditors shall be relying on their work
- a request that its auditors undertake certain audit procedures on the
Shareholders’ auditors behalf as required;
- a request that its auditors undertake relevant agreed audit procedures to a
timetable which fits with the Shareholders reporting timetable.
Internal Planning
 Annual and medium-term(3year) plansshall be sharedwiththe Shareholdersona timetable to
be agreed.
Other Information

31. 31
 Each Shareholder may from time to time reasonably request additional or more frequent
information from the Company and the Subsidiaries, in order to fulfil its legal obligations or
internal or external reporting requirements.