Real Estate Sale and Purchase Agreement

This Sale and Purchase Agreement ("Agreement") is entered into on [date], by and between:

• SELLER
• Legal name: [Seller's full legal name or registered company name]
• Identification / corporate identification number: [number]
• Legal address: [address]
• Authorized representative, if applicable: [name and identification]

Hereinafter referred to as the "Seller."

BUYER

• Full legal name(s): [name(s)]
• Identification / passport number(s): [number(s)]
• Nationality: [nationality]
• Address: [address]
• Email: [email]

Hereinafter referred to as the "Buyer."

The Seller and Buyer are collectively referred to as the "Parties."

The Seller agrees to sell, and the Buyer agrees to purchase, the following property within the El Santuario development in Costa Rica:

• Project: El Santuario, a vegan community in nature.
• Property type: [registered condominium unit / approved future condominium unit / other legally approved interest].
• Villa name or model: [Villa Semilla / Villa Raíz / Villa Bosque / other].
• Condominium unit or property registration number: [number, when available].
• National Registry property folio: [folio number, when available].
• Cadastral plan number: [number, when available].
• Location: [district, canton, province, Costa Rica].
• Private land or unit area: [area and measurement, as legally established].
• Included parking or exclusive-use areas: [details].
• Common-property interest: [registered percentage or allocation, when established].

The property includes the legal interest in common property and related rights and obligations established by the registered condominium documents.

The exact property description, boundaries, area, ownership interest, and any exclusive-use rights shall be determined by the approved plans and registered legal instruments. Marketing materials, preliminary layouts, and illustrative plans do not replace the registered description.

If the unit has not yet been legally created or registered, this Agreement shall be structured by the Seller's Costa Rican lawyer as an agreement concerning a future or determinable property interest, with clear conditions governing its identification, creation, transfer, and any refund if those conditions cannot be met.

The total purchase price is: US$[amount] (United States dollars: [amount written in words]).

The purchase price includes only the property, construction, fixtures, furnishings, equipment, parking rights, and other items expressly listed in this Agreement and its schedules.

The following items are included:

• Villa model and specifications: [Schedule A].
• Fixtures, appliances, furniture, and equipment: [Schedule A].
• Solar, water, wastewater, and other systems: [Schedule A].
• Landscaping and outdoor improvements: [Schedule A].
• Parking and other assigned rights: [Schedule A].

Items not expressly included are excluded from the purchase price unless the Parties agree otherwise in writing.

Any changes to the price or included items must be documented in a written amendment signed by both Parties.

The Buyer shall pay a deposit of US$[amount or percentage] by [date].

The deposit shall be held by [identified escrow agent, regulated financial institution, notary escrow arrangement, or other lawyer-approved mechanism] under written escrow instructions agreed by the Parties.

The deposit shall not be treated as automatically non-refundable. Its release, application to the purchase price, and refund conditions shall be governed by this Agreement and the escrow instructions.

The remaining purchase price shall be paid as follows:

• Initial deposit: US$[amount], due [date].
• Second payment: US$[amount], due [milestone/date].
• Construction milestone: US$[amount], due [verified milestone, if applicable].
• Final payment: US$[amount], at closing, subject to agreed conditions.
• Total: US$[total].

Payments shall be made to the account or escrow arrangement designated in writing by the Seller and verified by the Buyer. Any change to payment instructions must be independently verified to reduce fraud risk.

The Seller shall provide written receipts for payments received.

No payment milestone tied to construction shall be considered satisfied solely because the Seller declares it complete. Where appropriate, completion shall be verified against agreed specifications, inspection records, or certification by a qualified professional.

The obligations to complete the sale are subject to the following conditions, to the extent applicable to the property and the transaction:

• a. Verification of the Seller's legal ownership or lawful authority to sell.
• b. Satisfactory title and encumbrance review by the Buyer's lawyer or notary.
• c. Confirmation that the property can legally be transferred in the form described in this Agreement.
• d. Availability of the approved plans, permits, and authorizations required for the agreed transaction and construction status.
• e. For a condominium unit, completion or legally sufficient establishment of the condominium structure and the applicable unit identification, common-property allocation, and registered regulations required for transfer.
• f. Satisfaction of any expressly agreed financing, due-diligence, or other closing conditions listed in Schedule B.

The deadline for satisfying these conditions shall be [date], subject to any written extension agreed by the Parties.

If a material condition cannot be satisfied by the deadline, the Parties shall follow the applicable extension, termination, and refund provisions in this Agreement.

If the sale cannot legally be completed because the Seller lacks transferable title or a necessary legal authorization, the Buyer shall be entitled to the remedies established in this Agreement and applicable law, including a refund of amounts refundable under the agreed terms.

The Seller shall not represent that a unit is individually registered, fully permitted, completed, or ready for occupancy unless that representation is accurate and supported by the relevant documents.

This section applies where the villa is incomplete or will be constructed by the Seller.

The Seller shall construct or deliver the villa substantially in accordance with the specifications, plans, materials, and inclusions attached as Schedule A.

The estimated construction commencement date is [date], and the estimated completion date is [date].

The Seller shall notify the Buyer promptly of material delays or changes affecting the anticipated completion date.

Any permitted construction variation shall be handled in accordance with the change-order procedure in Schedule A. Material changes to the size, layout, specifications, included equipment, or price require the written agreement of both Parties, unless otherwise validly provided in this Agreement.

The Seller shall obtain or arrange the permits, inspections, and professional certifications for which the Seller is responsible under applicable law and this Agreement.

Completion and delivery shall occur when the agreed work has reached the contractually defined completion standard and the applicable legal and safety requirements for the intended occupancy have been satisfied.

Before delivery, the Buyer shall have a reasonable opportunity to inspect the villa, personally or through a qualified representative, and identify incomplete work or apparent defects.

The Parties shall prepare a written handover report listing outstanding items, agreed corrective actions, and target completion dates. Minor outstanding items shall not automatically prevent handover unless they materially affect safety, legal occupancy, or the agreed use of the property.

No clause in this Agreement shall waive statutory construction, consumer, or other mandatory rights or warranties applicable to the transaction.

Closing shall take place on or before [date], provided the applicable conditions have been satisfied or validly waived.

The transfer shall be formalized through the public deed and registration procedures required by Costa Rican law.

The Parties shall cooperate with the appointed Costa Rican notary, provide accurate identification and corporate documents where applicable, and execute the documents required to complete the transfer.

The Seller shall deliver the title or transferable property interest described in this Agreement, subject only to encumbrances expressly accepted by the Buyer in writing and permitted under applicable law.

Unless otherwise agreed in writing, the Seller shall be responsible for resolving liens, unpaid assessments, and other obligations attributable to the Seller that must be discharged to deliver the agreed title.

The condominium administrator's legally required certification concerning payment of common expenses shall be obtained where applicable. Costa Rica's Condominium Property Law addresses the transfer of condominium units and the certification of common-expense balances.

Possession and keys shall be delivered on [closing date / other agreed date], subject to the completion and occupancy conditions in this Agreement.

Ownership rights against third parties shall be subject to the applicable registration requirements and legal effects under Costa Rican law.

The Parties shall allocate the costs of the transaction as follows, subject to mandatory law:

• Transfer taxes and registration charges: [allocation].
• Notarial and deed preparation fees: [allocation].
• Legal fees for each Party: [allocation].
• Escrow fees: [allocation].
• Outstanding property taxes attributable to the pre-closing period: Seller, unless otherwise expressly agreed.
• Outstanding condominium assessments attributable to the pre-closing period: Seller, unless otherwise expressly agreed.
• Other costs: [details].

Any tax or fee that applicable law specifically assigns to a particular Party shall be paid by that Party, regardless of the allocation above.

The Parties shall obtain professional advice regarding transfer taxes, registration fees, income or capital gains tax, withholding obligations, and any applicable tax treatment before signing.

From the agreed adjustment date of [date], recurring expenses shall be allocated between the Parties as specified in the closing statement and applicable law.

The Buyer acknowledges that El Santuario is intended to operate as a condominium community with shared property, facilities, maintenance obligations, and community governance.

Before signing or by the agreed disclosure deadline, the Seller shall provide the Buyer with the available and applicable documents, including:

• Registered condominium regulations and administration provisions, once established.
• Community Rules and Regulations.
• The Ethical Vegan Covenant.
• Architectural, landscape, and environmental guidelines.
• The current common-expense budget or a clearly identified provisional budget.
• Available insurance and common-property information.
• Relevant unit plans, specifications, and disclosures.

The Buyer agrees to comply with the legally applicable condominium instruments and community obligations that validly bind the Buyer and the property.

The Ethical Vegan Covenant expresses the core ethical commitment of El Santuario. Its enforceability against the Buyer, future purchasers, tenants, and occupants depends on the legal structure, valid incorporation, and applicable Costa Rican law. The Seller shall not represent that any restriction or sanction is legally enforceable unless it has been appropriately reviewed and established.

The Buyer acknowledges that common expenses may change over time in accordance with approved budgets, actual costs, reserves, insurance, maintenance needs, and valid condominium decisions.

Any current estimate of monthly fees is an estimate only unless expressly identified as a binding amount for a specified period in an executed written agreement.

The Buyer shall be responsible for common expenses and other owner obligations from the date established by the registered condominium instruments and applicable law, subject to any agreed closing adjustments.

The Seller represents, as of signing and again at closing where applicable, that the Seller has the legal capacity and authority to enter into this Agreement.

The Seller has disclosed known material matters affecting the Seller's ability to transfer the property as described.

The Seller shall disclose any material encumbrance, claim, dispute, or restriction affecting the agreed transfer that has not already been disclosed in writing.

The Seller shall not knowingly provide materially false information about the property's registration status, permits, construction status, boundaries, access, utilities, or included features.

Any construction or completion obligations assumed by the Seller shall be performed in accordance with this Agreement and applicable law.

Any additional representations concerning water availability, wastewater systems, access rights, utility connections, environmental restrictions, or development approvals shall be set out specifically in Schedule B, supported by appropriate documentation, and not inferred from promotional material.

The Buyer has had the opportunity to obtain independent legal, tax, financial, technical, and other professional advice.

The Buyer has been given the opportunity to inspect the property, review available title and planning documents, and assess the proposed unit and development.

The Buyer acknowledges that future common facilities, landscaping, amenities, and later development phases may depend on permits, funding, construction schedules, and other conditions.

Any facility or feature that the Seller is contractually obligated to provide must be expressly identified in this Agreement or its schedules, including any agreed completion deadline.

The Buyer shall not be deemed to have waived rights arising from fraud, material misrepresentation, concealed defects, mandatory statutory protections, or other rights that cannot lawfully be waived.

A Party is in default if that Party materially fails to perform an obligation under this Agreement and does not remedy the failure within [15] calendar days after receiving written notice describing the breach, unless a different period is required by law or is appropriate for the particular breach.

If the Buyer fails to pay an amount due or otherwise materially breaches this Agreement, the Seller may pursue the remedies available under this Agreement and applicable law, subject to any required notice and opportunity to cure.

If the Seller materially breaches this Agreement, fails to deliver the agreed property, or cannot complete the transfer as required, the Buyer may pursue the remedies available under this Agreement and applicable law.

The Parties shall specify in Schedule B any agreed termination rights, extensions, liquidated damages, or deposit consequences. Any stipulated penalty or forfeiture must be reviewed for compliance with Costa Rican law and applicable consumer protections.

Neither Party may retain a deposit or impose a penalty solely by declaring the other Party in default if the applicable contractual and legal requirements have not been met.

Remedies may include specific performance, termination, recovery of refundable payments, damages, or other remedies available under applicable law, subject to the terms of this Agreement and any mandatory legal limitations.

If the transaction is terminated, the Parties shall cooperate in providing written instructions for the release or return of escrowed funds in accordance with the Agreement, the escrow instructions, and any legally required process.

This Agreement may be terminated:

• a. By mutual written agreement.
• b. As expressly permitted under the conditions precedent in Section 5.
• c. For a material breach that remains uncured after any applicable notice and cure period.
• d. Where completion becomes legally impossible, subject to the applicable allocation of risk and remedies.
• e. In any other circumstance expressly permitted by this Agreement or mandatory law.

Upon termination, the Parties shall determine their respective rights and obligations, including the return of deposits, payments for completed work, documented costs, and any damages or other remedies, in accordance with this Agreement and applicable law.

Termination shall not extinguish provisions intended to survive, including applicable confidentiality obligations, dispute provisions, payment obligations already accrued, or rights arising from a prior breach.

Responsibility for damage to the property before closing shall be allocated as follows: [specify].

If significant damage occurs before closing, the Parties shall follow the agreed procedure for repair, insurance proceeds, postponement, price adjustment, or termination, subject to applicable law.

A Party shall notify the other promptly of an event that materially affects its ability to perform.

A force majeure event may justify a reasonable extension only to the extent permitted by law and this Agreement. It shall not automatically excuse payment obligations, eliminate refund rights, or permit indefinite delay.

If a force majeure event prevents completion beyond [number] days, either Party may exercise the termination or other rights expressly established in Schedule B and applicable law.

Notices under this Agreement shall be delivered to the addresses and email addresses listed in Section 1, or to updated contact details provided in writing.

A notice shall be considered received according to the delivery method and timing specified here: [insert agreed procedure].

Formal notices of default, termination, or other legally significant matters shall be delivered in a manner that provides reliable evidence of receipt and satisfies any applicable legal requirements.

This Agreement shall be governed by the laws of Costa Rica.

The Parties shall first attempt to resolve disputes through good-faith written discussion.

If the dispute is not resolved within [30] calendar days after written notice of the dispute, the Parties may pursue mediation by mutual agreement or bring the matter before the competent Costa Rican courts, unless a valid and enforceable alternative dispute resolution agreement applies.

Nothing in this section prevents a Party from seeking urgent legal relief where appropriate.

Entire Agreement. This Agreement and its signed schedules constitute the agreement between the Parties concerning the sale, subject to any mandatory law and any documents expressly incorporated herein.

Amendments. Amendments must be in writing and signed by both Parties.

Severability. If a provision is found unenforceable, the remaining provisions shall remain effective to the extent legally possible.

No Waiver. A failure to enforce a provision on one occasion does not automatically waive the right to enforce it later.

Assignment. Neither Party may assign its rights or obligations without the consent required by this Agreement and applicable law.

Language. The Parties shall specify whether the controlling executed version is in Spanish or English. If both versions are signed, the controlling language shall be: [specify, subject to legal advice].

Electronic Signatures and Counterparts. Electronic signatures and counterpart execution may be used only where legally valid for the particular document and transaction. Any public deed or other formal instrument must satisfy the applicable Costa Rican formalities.

Independent Advice. Each Party has had the opportunity to obtain independent legal advice before signing.

The Parties confirm that they have read this Agreement, understand its terms, and intend to be bound by it subject to applicable law and the conditions stated herein.