SALES AGREEMENT BETWEEN STARTING ENTERPRISES INC. AND LAURA MARIA ROQUICHOLI SANZ

SALES AGREEMENT

BETWEEN STARTING ENTERPRISES INC. AND LAURA MARIA ROQUICHOLI SANZ

Between the undersigned ZOSIMO GUARDIA VARELA, male, married, lawyer with personal identification number No. 8-461-424, with offices located in Avenida Federico Boyd and Calle 51, Edificio Universal, 10th Fl., Bella Vista, District and Province of Panama, duly authorized for this act granted by power of attorney for STARTING ENTERPRISES Inc. Registered in the Commercial Section of the Public Registry with docket number 733535, Initial No. S.A., Redi document No. 1960687 and who hereinafter should be called THE SELLER, and Mrs. LAURA MARIA ROQUICHOLI SANZ, female, Uruguayan nationality, single, of legal age, with passport No. 04.214.693-3, who hereinafter should be called THE BUYER, agree to hold forth the present Sales Agreement under the following clauses and conditions.

FIRST: THE SELLER declares to be owner of property No. 102017, location code eight thousand seven hundred six (No. 8706), Document two million seven thousand thirty seven (No. 2007637), registered in the Horizontal Property Section of the Public Registry, Province of Panama, located in Avenida Samuel Lewis, Obarrio Urbanization, Edificio PH DENOVO, 27th Fl. Apt. 2703, Bella Vista, District and Province of Panama, and of which measurements, boundaries and characteristics are contained in the Public Registry of Panama, which hereinafter and for effects of this agreement shall be named THE PROPERTY.

SECOND: THE SELLER declares giving the real and effective sale and free of encumbrances and committing as well to sanitation in case of eviction of THE BUYER, THE PROPERTY, which described in the previous clause, for the price of TWO HUNDRED THOUSAND 00/100 (US$ 200,000.00) legal currency of the United States of America.

THIRD: THE BUYER is obligated to purchase THE PROPERTY described in the first clause of this agreement for the agreed price of TWO HUNDRED THOUSAND DOLLARS WITH 00/100 (US$ 200,000.00) legal currency of the United States of America.

FOURTH: THE BUYER is obligated to pay the agreed price in the following way: a) the sum of FORTY NINE THOUSAND DOLLARS WITH 00/100 legal currency of the United States of America (US$49,000.00), at the time the present Sales Agreement, this sum, shall be declared as received entirely and satisfactorily by THE SELLER.

The remaining balance, in other words, ONE HUNDRED AND FIFTY ONE THOUSAND DOLLARS WITH 00/100 Legal currency of the United States of America (US$151,000.00), payable by delivery to Mr. Zosimo Guardia Varela of an Irrevocable Promissory Note of Payment issued in favor of HANS PETER DUWE by a well renown local bank, drafted in acceptable terms to THE SELLER. Payment hereby promised by this mean will be made effective the registration of this SALES AGREEMENT in favor of THE BUYER in the Public Registry of Panama.

FIFTH: THE SELLER declares that he has CEDED and TRANSFERRED in favor of HANS PETER DUWE the sum of ONE HUNDRED AND FIFTY ONE THOUSAND DOLLARS (US$,151,000.00) price established in the sales agreement of THE PROPERTY described in the first clause of the present contract.

SIXTH: THE SELLER is obligated to pay sales tax on the transfer of the property and capital gains tax and to obtain all good standing documents required in the present transaction of the sales agreement. THE SELLER is obliged on his behalf to comply with the payments of the expenses aforementioned in a term not greater than thirty (30) days as of the date of this signed contract.

SEVENTH: If THE BUYER desists of the purchase of THE PROPERTY, or reasons attributable to this and cannot complete the registration of the sales agreement of THE PROPERTY within 60 business days, as of the signing of this contract, THE SELLER can retain, fully fledged, without need of judicial resolution, the amount paid by THE BUYER only in respect of compensation, total and definitive, as consequence of possible damage or harm that may arise of THE PROPERTY, or that the sales agreement could not be registered for reasons attributable to THE SELLER, or any other way the contract could not be completed for motives attributable to THE SELLER, within a term of Sixty (60) business days, as of the date of the signing of the contract, THE BUYER will have the option to demand to THE SELLER, the return of the amount paid by THE BUYER, plus a sum, in quality of unique, total and definitive compensation as consequence of damage or harm that may arise.

EIGHTH: Any communication, notification or notice that THE PARTIES wish to make amongst themselves, will have to be written, and sent to the following addresses, which will constitute a formal line of communication amongst the parties:

THE SELLER: STARTING ENTERPRISE, Inc.

• Current Address: Avenida Federico Boyd and Calle 51, Edificio Universal, 10th Fl.
• Cellular Telephone: N/A
• Office Telephone: 264-4392
• Email: info@bufeteguardia.com        

THE BUYER: LAURA MARIA ROQUICHOLI SANZ

• Current Address: PH7400, San Francisco, Panama City
• Cellular Telephone: +507 6328-6542
• Office Telephone: +507 206-9200/264-5627
• Email: laura.roquicholi@gmail.com

NINTH: The present contract will be governed by and interpreted in conformity with the laws of the Republic of Panama. It is expressively established that any differences or conflicts that may arise because of the present contracts shall be resolved by recurring to the Ordinary Courts of the Republic of Panama.

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