(Quisqueya 12, Inc.)
This Option Agreement (“Agreement”) is executed as of this 21st day of December, 2006, among
CREFISA, INC. , a Puerto Rico corporation (“Seller”), D&D INVESTMENT GROUP, S.E. , a Puerto
Rico special partnership (“Buyer”) and QUISQUEYA 12, INC. , a Puerto Rico corporation (the “Company,”
and together with Seller and Buyer, collectively, the “Parties”).
WHEREAS , Seller owns one hundred (100) shares (the “Shares”) of common stock, par value $0.01 per
share, of the Company, which represents fifty percent (50%) of the issued and outstanding shares of common
stock of the Company; and
WHEREAS , Seller desires to grant to Buyer, and Buyer desires to obtain from Seller, an option to
purchase the Shares, on the terms and conditions hereinafter set forth.
NOW, THEREFORE , in consideration of the respective covenants, representations and warranties
contained herein, Seller and Buyer, intending to be legally bound hereby, agree as follows:
1.1 “Closing” means the consummation of the purchase and sale of the Shares contemplated hereby which
shall be effected by delivery of the documents and instruments referred to in Sections 4.2 and 4.3 hereof, each in
form and content satisfactory to Buyer, Seller and their respective counsel and each dated or being effective as of
the Closing Date.
1.2 “Closing Date” means the date on which the Closing occurs.
1.3 “Commencement Date” shall have the meaning set forth in Section 6.3 of this Agreement.
1.4 “Commonwealth” means the Commonwealth of Puerto Rico.
1.5 “Consent” means any consent, waiver, approval, authorization or permit.
1.6 “Encumbrance” means any lien, charge, restriction, security interest or encumbrance of any nature.
1.7 “Governmental Entity” means any governmental or regulatory authority, department, board, bureau,
agency or commission, including courts of competent jurisd