Common use of Purchase Price and Form of Payment Clause in Contracts

Purchase Price and Form of Payment. A. In the event that TOG exercises the Option, the total purchase price (“Purchase Price”) for the shares of the Company shall consist of: (a) An initial payment (the “Initial Payment”) shall be based on the date of Closing (as defined in the Purchase Agreement): If the Closing occurs (i) on or prior to June 30, 2008 the Initial Payment shall be US$27,000,000; (ii) between July 1 and July 31, 2008, the Initial Payment shall be US$27,163,750; (iii) between August 1 and August 31, 2008, the Initial Payment shall be US$27,327,500; and (iv) September 1 and September 30, 2008, the Initial Payment shall be US$27,491,250; plus (b) An additional payment not to exceed US$2,500,000.00 (the “Second Payment”) equal to the Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), subject to such adjustments for non-recurring charges and other items consistent with the Company’s past practices, for the year ended December 31, 2008 determined in accordance with Mexican GAAP multiplied by .5128, as determined by the audited financial statements of the Company as of December 31, 2008. There shall not be a Second Payment due in the event the Company’s adjusted EBITDA (for the year ended December 31, 2008 determined in accordance with Mexican GAAP is less than US$2,900,000; B. The Initial Payment shall be payable at Closing (“Closing Payment”); and C. The Second Payment, if applicable, shall be payable in cash within ten (10) business days after the completion and delivery of the audited financial statements of the Company as of December 31, 2008, but no later than March 31, 2009. D. Five percent (5%) of the Closing Payment and Second Payment shall be payable in common shares of TOG (“TOG Shares”) based on Market Price (as hereinafter defined) of the TOG Shares at the time of issuance, provided that TOG has completed its IPO prior to such payment date. For purposes hereof, “Market Price” shall mean the average closing price per share of the TOG Shares on the principal stock exchange on which the TOG Shares are traded, during the five (5) trading days ending on the trading day which is four (4) business days prior to the Closing Payment or Second Payment date, as applicable, as reported in The Wall Street Journal. In the event that the Company has not completed its IPO prior to such payment date, the applicable payment shall be payable in cash. The cash portion of the Initial Payment and the Second Payment shall be paid to Grantors in immediately available funds by wire transfer to the account designated by Grantors in United States.

Purchase Price and Form of Payment. A. In the event that TOG exercises the Option, the The total purchase price (“Purchase Price”) for the shares of the Company shall consist of: (a) An initial payment (the “Initial Payment”) shall be based on the date of Closing (as defined in the Purchase Agreement): Closing. If the Closing occurs (i) on or prior to June 30, 2008 the Initial Payment shall be the sum of US$27,000,000; (ii) between July 1 and July 31, 2008, the Initial Payment shall be US$27,163,750; (iii) between August 1 and August 31, 2008, the Initial Payment shall be US$27,327,500; and (iv) September 1 and September 30, 2008, the Initial Payment shall be US$27,491,250; plus (b) An additional payment not to exceed US$2,500,000.00 (the “Second Payment”) equal to the Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), subject to such adjustments for non-recurring charges and other items consistent with the Company’s past practices, for the year ended December 31, 2008 determined in accordance with Mexican GAAP multiplied by .5128, as determined by the audited financial statements of the Company as of December 31, 2008. There shall not be a Second Payment due in the event the Company’s adjusted EBITDA (for the year ended December 31, 2008 determined in accordance with Mexican GAAP is less than US$2,900,000; B. The Initial Payment shall be payable at Closing (“Closing Payment”); and C. The Second Payment, if applicable, shall be payable in cash within ten (10) business days after the completion and delivery of the audited financial statements of the Company as of December 31, 2008, but no later than March 31, 2009. D. Five percent (5%) of the Closing Payment and Second Payment shall be payable in common shares of TOG (“TOG Shares”) Shares based on Market Price (as hereinafter defined) of the TOG Shares at the time of issuance, provided that TOG has completed its IPO prior to such payment date. For purposes hereof, “Market Price” shall mean the average closing price per share of the TOG Shares on the principal stock exchange on which the TOG Shares are traded, during the five (5) trading days ending on the trading day which is four (4) business days prior to the Closing Payment or Second Payment date, as applicable, as reported in The Wall Street Journal. In the event that the Company has not completed its IPO prior to such payment date, the applicable payment shall be payable in cash. The cash portion of the Initial Payment and the Second Payment shall be paid to Grantors Sellers in immediately available funds by wire transfer to the account designated by Grantors Sellers in United States.