Common use of Exercise of the Put Option Clause in Contracts

Exercise of the Put Option. To exercise its Put Right, any holder -------------------------- of shares of Convertible Preferred Stock shall deliver to the Company a written notice (the "Put Notice") which shall (i) refer specifically to this paragraph ---------- 5D, (ii) state the number of shares of Convertible Preferred Stock held by such holder that the Company is required to redeem, (iii) contain such holder's request that the Company determine the Fair Market Value at the time of the Put Notice of the Common Stock into which the shares of Convertible Preferred Stock are convertible, (iv) indicate that a closing (the "Put Option Closing") for ------------------ such redemption shall take place on a date specified in the notice, which date shall be a date occurring not earlier than 45 days nor more than 60 days after the date on which the notice is delivered, (v) indicate where the Put Option Closing shall take place and (vi) be delivered by certified mail return receipt requested. The Company covenants that it will promptly (and in any event no later than 25 days after receipt of the Put Notice) determine, and notify in writing the holders of shares of Convertible Preferred Stock who have delivered a Put Notice of the Fair Market Value at the time of the Put Notice of the Common Stock in accordance with paragraph 5E below; provided, however, that in -------- ------- the event that any holder of shares of Convertible Preferred Stock exercises its right to refer the question of valuation to an investment banking firm, the Put Option Closing shall take place on the later of (1) the date specified in the Put Notice and (2) 5 Business Days after the determination of the Fair Market Value has been completed in accordance with paragraph 5E below. At the Put Option Closing, the Company shall pay the first installment of the redemption price for the securities being purchased determined as described in paragraph 5E below against delivery of the securities being redeemed.

Exercise of the Put Option. To exercise its Put Right, any holder -------------------------- of shares of Convertible Series C Preferred Stock shall deliver to the Company a written notice (the "Put NoticePUT NOTICE") which shall (i) refer specifically to this paragraph ---------- 5D5D-1, (ii) state the number of shares of Convertible Series C Preferred Stock held by such holder ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ that the Company is required to redeem, (iii) contain such holder's request that the Company determine the Fair Market Value at the time of the Put Notice of the Common Stock into which the shares of Convertible Series C Preferred Stock are convertible, (iv) indicate that a closing (the "Put Option ClosingPUT OPTION CLOSING") for ------------------ such redemption shall take place on a date specified in the notice, which date shall be a date occurring not earlier than 45 days nor more than 60 days after the date on which the notice is delivered, (v) indicate where the Put Option Closing shall take place and (vi) be delivered by certified mail return receipt requested. The Company covenants that it will promptly (and in any event no later than 25 days after receipt of the Put Notice) determine, and notify in writing the holders of shares of Convertible Series C Preferred Stock who have delivered a Put Notice of the Fair Market Value at the time of the Put Notice of the Common Stock in accordance with paragraph 5E 5E-1 below; providedPROVIDED, howeverHOWEVER, that in -------- ------- the event that any holder of shares of Convertible Series C Preferred Stock exercises its right to refer the question of valuation to an investment banking firm, the Put Option Closing shall take place on the later of (1) the date specified in the Put Notice and (2) 5 Business Days after the determination of the Fair Market Value has been completed in accordance with paragraph 5E 5E-1 below. At the Put Option Closing, the Company shall pay the first installment of the redemption price for the securities being purchased determined as described in paragraph 5E 5E-1 below against delivery of the securities being redeemed. 5E-1. FAIR MARKET VALUE The term "FAIR MARKET VALUE" means the value (which shall not take into effect any minority discounts) of the Common Stock as determined by the price per share of such Common Stock which the Company could obtain from a willing buyer (not a current employee, officer, consultant or director or any Affiliate of any such Person) for such shares sold by the Company, as determined in good faith by the Board of Directors of the Company; PROVIDED, HOWEVER, that if (i) the Investors' nominee on the Board of Directors of the Company has not affirmatively voted in favor of such determination made by the Board of Directors of the Company, or (ii) there is no such nominee, the Investors may refer the question of valuation (which shall not take into effect any minority discounts) for final settlement to a nationally recognized investment banking firm designated by the Investors and reasonably acceptable to the Company; and provided, further, that if the parties cannot agree on such a firm, each party shall choose a nationally recognized investment banking firm, which shall choose a third firm which shall be nationally recognized and that third firm shall determine the Fair Market Value, which determination shall be final and binding. The cost relating to retaining any investment banking firm(s) pursuant to this paragraph 5E-1 shall be borne by the Company.

Exercise of the Put Option. To In order for Grantee to exercise its the Put RightOption pursuant to Section 2, any holder -------------------------- of shares of Convertible Preferred Stock Grantee shall deliver to the Company timely issue a written notice to RCM (“Exercise Notice”), as provided in Section 2 hereof, together with evidence of the "Put Notice") Challenging Proceeding which shall (i) refer specifically to this paragraph ---------- 5D, (ii) state is the number of shares of Convertible Preferred Stock held by such holder that the Company is required to redeem, (iii) contain such holder's request that the Company determine the Fair Market Value at the time subject matter of the Put Notice Option. The closing of the Common Stock into which sale by SAR or SAC to RCM of the shares of Convertible Preferred Stock are convertible, (iv) indicate that a closing (the "Put Option Closing") for ------------------ such redemption corresponding Loan shall take place occur on a date specified in the notice, which date shall be a date occurring not earlier than 45 days nor more than 60 days after or prior to the date on which the notice is delivered, twenty (v20) indicate where the Put Option Closing shall take place and (vi) be delivered by certified mail return receipt requested. The Company covenants that it will promptly (and in any event no later than 25 days after receipt of the Put Notice) determine, and notify in writing the holders of shares of Convertible Preferred Stock who have delivered a Put Notice of the Fair Market Value at the time of the Put Notice of the Common Stock in accordance with paragraph 5E below; provided, however, that in -------- ------- the event that any holder of shares of Convertible Preferred Stock exercises its right to refer the question of valuation to an investment banking firm, the Put Option Closing shall take place on the later of (1) the date specified in the Put Notice and (2) 5 Business Days after the determination date of receipt by RCM of the Fair Market Value has been completed Exercise Notice (the “Put Closing Date”). The Put Option Price shall be paid by RCM to Grantee in Mexican pesos by wire transfer of immediately available funds. Each of the parties hereto shall use its respective best efforts to take or cause to be taken all appropriate action, do or cause to be done all things necessary, proper or INDEX advisable, and execute and deliver such documents and other papers, as may be required to carry out any Put Option and consummate and make effective any and all of the Put Options contemplated by this Agreement. The corresponding Loan must be transferred to RCM, free and clear of any liens whatsoever, (other than liens that were in existence on the date of this Agreement) and RCM will assume, undertake and acquire from SAR or SAC, all and each of their rights with respect to such transferred Loans and all obligations that were in existence on the date of this Agreement. Each of SAR and SAC must deliver to RCM or its designee all of the documents which SAR or SAC physically possesses in its files with respect to the Loans which are subject to an Exercise Notice. SAR or SAC shall inform RCM of all and any circumstances of which they have knowledge regarding the Challenging Proceedings of the Loans subject to an Exercise Notice. If the acts in the Challenging Proceeding require the making of any decisions before the Put Closing Date, SAR or SAC shall make any such decisions in accordance with paragraph 5E belowthe reasonable written instructions of RCM, provided that such written instructions do not expose SAR, SAC or their respective affiliates to any liability. At In order to facilitate the procedures concerning notification, notarization and registration, as the case may be, of the assignment subject to this Put Option, SAR or SAC, as the case may be, agrees that it will issue in favor of RCM and of the persons it may designate, the POAs. The POAs will be valid for the period from the Put Closing Date until the date none of the Loans subject to the Put Option Closingremains outstanding. SAR or SAC, as the Company case may be, shall pay the first installment of the redemption price perform all reasonable acts and adopt all reasonable measures necessary for the securities being purchased determined assignment of Loan(s) to RCM contemplated hereunder becomes effective; provided that the costs of all such acts and measures shall be deemed Administrative Expenditures. SAR or SAC, as described the case may be, must perform all reasonable actions necessary in paragraph 5E below against delivery order for the assignment contemplated hereunder to comply with all the applicable requirements of any Governmental Authority; provided that the securities being redeemedcosts of all such acts and measures shall be deemed Administrative Expenditures.