Common use of Options to Purchase Clause in Contracts

Options to Purchase. (a) From and after the Closing: (i) In the event that a Change of Control (as defined in paragraph (c) below) of Weirton occurs prior to the consummation of a MetalSite Public Offering (as defined in paragraph (d) below), Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will have the right and option (the "Pre-Offering Change of Control Option") to ------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion of the partnership interests in the Partnership, and the member interests in the General Partner, then owned by Weirton or its successor (or their respective affiliates) at a purchase price equal to the Appraised Value of such interests (as defined in paragraph (e) below); (ii) In the event that a MetalSite Public Offering occurs, Weirton will give written notice to ICG promptly (but in any event no later than 10 days) following the consummation of such MetalSite Public Offering, and ICG will have the right and option (the "MetalSite Offering ------------------ Option") to purchase from Weirton up to an Additional Number (as defined in ------ paragraph (f) below) of shares of Common Stock of the Partnership at a per share purchase price equal to the Average MetalSite Price (as defined in paragraph (g) below) as of the date of ICG's notice of the exercise of such MetalSite Offering Option, it being understood that if ICG exercises the MetalSite Offering Option, Weirton will afford the Partnership the opportunity to sell (in lieu of Weirton) to ICG up to the Additional Number of shares of Common Stock of the Partnership as to which ICG has exercised such option at the closing for the exercise of such option, in which event ICG agrees to purchase up to the Additional Number of shares as to which it has exercised the MetalSite Offering Option from the Partnership (in lieu of Weirton) and to pay the purchase price therefor to the Partnership at such closing, it being further understood that if the Partnership determines not to or fails to deliver such shares to ICG at such closing in accordance with this Agreement, Weirton shall be obligated to deliver to ICG at such closing up to the Additional Number of shares of Common Stock of the Partnership as to which ICG has exercised the MetalSite Offering Option (and, likewise, Weirton shall be entitled to receive the purchase price for such shares at such closing from ICG). (iii) In the event that (A) a Change of Control of Weirton occurs on or after the date of consummation of a MetalSite Public Offering and (B) ICG has exercised all or a portion of the MetalSite Offering Option (or notice of exercise of such option may not yet be given), Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will have the right and option (the "Post-Offering Change of Control Option") to -------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion of the shares of Common Stock of the Partnership then owned by Weirton or its successor (or their respective affiliates) at a per share purchase price equal to the Average MetalSite Price as of the date of ICG's notice of the exercise of the Post-Offering Change of Control Option. (b) In the event that ICG wishes to exercise any of the options granted pursuant to paragraph (a) above, ICG will give written notice to Weirton or its successor specifying a place and date (not more than 60 days after the date of such notice) for the closing of the exercise of such option. (i) In the case of the Pre-Offering Change of Control Option, such notice of exercise may be given by ICG to Weirton at any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton); provided, -------- however, that in the event of any disagreement by Weirton or its successor ------- -23- with the amount of the Appraised Value proposed by ICG in its notice of exercise, the expiration of such 180 day period shall be tolled until the date 10 days following the date of final determination of the Appraised Value pursuant to paragraph (e) below and provided further, however, that in the event -------- ------- ------- of any such disagreement by Weirton or its successor with the amount of the Appraised Value proposed by ICG, ICG will have the right to rescind any previously given notice of exercise of the Pre-Offering Change of Control Option at any time following the date of final determination of the Appraised Value. (ii) In the case of the MetalSite Offering Option, such notice of exercise may be given by ICG to the Partnership and Weirton at any time during the 30 day period following the date which is 30 days after the expiration of any 180 day or other period commencing upon the closing of the MetalSite Public Offering during which senior management and/or significant stockholders of the Partnership are prohibited from selling equity securities of the Partnership pursuant to any underwriting, "lock-up", "standstill" or similar agreement entered into in connection with the MetalSite Public Offering. (iii) In the case of the Post-Offering Change of Control Option, such notice of exercise may be given by ICG to Weirton or its successor at any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton). Notwithstanding the foregoing, in the event any regulatory or other governmental approval is required in connection with the closing of any of the above options, the expiration of the applicable exercise period for such option shall be tolled until 10 days after the receipt of such regulatory or other governmental approval. At such closing, ICG will pay the aggregate purchase price for the equity interests to be purchased by wire transfer of immediately available funds to an account designated in writing by Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations under such option under the provisions of subparagraph (a)(ii) above)) not less than three business days prior to such closing, and Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations and under such option under the provisions of subparagraph (a)(ii) above)) will deliver to ICG (i) if the securities to be so purchased are in certificated form, a certificate evidencing the securities to be purchased, registered in the name of ICG, and (ii) a written instrument executed by the seller of the securities effecting the transfer of the securities free and clear of any Liens and representing and warranting as to its ownership of such securities free and clear of any Liens, its corporate power and authority to transfer such securities and such other matters as ICG shall reasonably request. It is understood and agreed in connection with an exercise of the MetalSite Offering Option and the Post- Offering Change of Control Option that ICG shall also have the option to purchase all or any portion of the membership interests in the General Partner owned by Weirton or its successor (or their respective affiliates) (or, in the case of the MetalSite Offering Option, a portion of such interest that corresponds to the portion of the Partnership acquired upon exercise of such option) at a purchase price equal to the Appraised Value of such interests. The exercise and closing of such options shall occur at the same time and in the same manner as that provided herein for the MetalSite Offering Option or Post-Offering Change of Control Option, as applicable.

Options to Purchase. (a) From For the consideration per share and after on the Closing: terms and conditions specified in the Notice, and subject to Section 5, (i) the Founder other than the Selling Founder (the "Buying Founder") shall have the first option to purchase all or any part of the Offered Shares, (ii) the Series A Holders shall have the second option (on a pro rata basis according to the number of Shares owned by each Series A Holder relative to the number of Shares held by all Series A Holders) to purchase all or any part of the Offered Shares, (iii) the Company shall have the third option to purchase all or any part of the Offered Shares and (iv) the Purchaser shall have the fourth option to purchase all or any part of the Offered Shares. Any RFR Holder wishing to exercise its option must so notify the Selling Founder and the other RFR Holders within 10 days after the Notice. In the event there are two or more RFR Holders that choose to exercise their options for a Change total number of Control (as defined Offered Shares in paragraph (c) below) of Weirton occurs prior to the consummation of a MetalSite Public Offering (as defined in paragraph (d) below), Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will have the right and option (the "Pre-Offering Change of Control Option") to ------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion excess of the partnership interests in number available, the Partnership, and the member interests in the General Partner, then owned by Weirton or its successor (or their respective affiliates) at a purchase price equal to the Appraised Value of Offered Shares available for each such interests (as defined in paragraph (e) below); (ii) In the event that a MetalSite Public Offering occurs, Weirton will give written notice to ICG promptly (but in any event no later than 10 days) following the consummation of RFR Holder's option shall be allocated among such MetalSite Public Offering, and ICG will have the right and option (the "MetalSite Offering ------------------ Option") to purchase from Weirton up to an Additional Number (as defined in ------ paragraph (f) below) of shares of Common Stock of the Partnership at a per share purchase price equal to the Average MetalSite Price (as defined in paragraph (g) below) as of the date of ICG's notice of the exercise of such MetalSite Offering Option, it being understood that if ICG exercises the MetalSite Offering Option, Weirton will afford the Partnership the opportunity to sell (in lieu of Weirton) to ICG up to the Additional Number of shares of Common Stock of the Partnership as to which ICG has exercised such option at the closing for the exercise of such option, in which event ICG agrees to purchase up to the Additional Number of shares as to which it has exercised the MetalSite Offering Option from the Partnership (in lieu of Weirton) and to pay the purchase price therefor to the Partnership at such closing, it being further understood that if the Partnership determines not to or fails to deliver such shares to ICG at such closing RFR Holders in accordance with the priorities set forth in the first sentence of this AgreementSection 4(a). Alternatively, Weirton shall be obligated each RFR Holder may within the same 10-day period notify the Selling Founder of its desire to deliver to ICG at such closing up to participate in the Additional Number of shares of Common Stock sale of the Partnership as Offered Shares on the terms set forth in the Notice and the number of Shares it desires to which ICG has exercised the MetalSite Offering Option (and, likewise, Weirton shall be entitled to receive the purchase price for such shares at such closing from ICG). (iii) In the event that (A) a Change of Control of Weirton occurs on or after the date of consummation of a MetalSite Public Offering and (B) ICG has exercised all or a portion of the MetalSite Offering Option (or notice of exercise of such option may not yet be given), Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will have the right and option (the "Post-Offering Change of Control Option") to -------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion of the shares of Common Stock of the Partnership then owned by Weirton or its successor (or their respective affiliates) at a per share purchase price equal to the Average MetalSite Price as of the date of ICG's notice of the exercise of the Post-Offering Change of Control Optionsell. (b) In the event that ICG wishes options to exercise any purchase have been exercised by the RFR Holders with respect to some but not all of the Offered Shares, those RFR Holders who have exercised their options granted pursuant within the 10-day period specified in Section 4(a) shall have an additional option, for a period of five days next succeeding the expiration of such 10-day period, to paragraph (a) abovepurchase all or any part of the balance of such Offered Shares on the terms set forth in the Notice, ICG will give which option shall be exercised by the delivery of written notice to Weirton the Selling Founder and the other RFR Holders. In the event there are two or its successor specifying more RFR Holders that choose to exercise the last-mentioned option for a total number of Offered Shares in excess of the number available, the Offered Shares available for each such RFR Holder's option shall be allocated among such RFR Holders in accordance with the priorities set forth in the first sentence of Section 4(a). (c) If the options to purchase the Offered Shares are exercised in full by the RFR Holders, the Selling Founder shall immediately notify all of the RFR Holders of that fact. The closing of the purchase of the Offered Shares shall take place and date (not more at the offices of the Company no later than 60 five days after the date of such notice) notice to the RFR Holders. To the extent that the consideration proposed to be paid by the Offeree for the closing Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the RFR Holders exercising their options under this Section 4 may consist of cash equal to the value of such property, as determined in good faith by agreement of the exercise of Selling Founder and the RFR Holders acquiring such optionOffered Shares. (id) In Notwithstanding anything to the case of the Pre-Offering Change of Control Optioncontrary herein, such notice of exercise may be given by ICG to Weirton at no RFR Holder shall have any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton); provided, -------- however, that in the event of any disagreement by Weirton or its successor ------- -23- with the amount of the Appraised Value proposed by ICG in its notice of exercise, the expiration of such 180 day period shall be tolled until the date 10 days following the date of final determination of the Appraised Value pursuant to paragraph (e) below and provided further, however, that in the event -------- ------- ------- of any such disagreement by Weirton or its successor with the amount of the Appraised Value proposed by ICG, ICG will have the right to rescind any previously given notice of exercise of the Pre-Offering Change of Control Option at any time following the date of final determination of the Appraised Value. (ii) In the case of the MetalSite Offering Option, such notice of exercise may be given by ICG to the Partnership and Weirton at any time during the 30 day period following the date which is 30 days after the expiration of any 180 day or other period commencing upon the closing of the MetalSite Public Offering during which senior management and/or significant stockholders of the Partnership are prohibited from selling equity securities of the Partnership pursuant to any underwriting, "lock-up", "standstill" or similar agreement entered into in connection with the MetalSite Public Offering. (iii) In the case of the Post-Offering Change of Control Option, such notice of exercise may be given by ICG to Weirton or its successor at any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton). Notwithstanding the foregoing, in the event any regulatory or other governmental approval is required in connection with the closing of purchase any of the above options, Offered Shares hereunder unless the expiration of the applicable RFR Holders exercise period for such option shall be tolled until 10 days after the receipt of such regulatory or other governmental approval. At such closing, ICG will pay the aggregate purchase price for the equity interests to be purchased by wire transfer of immediately available funds to an account designated in writing by Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations under such option under the provisions of subparagraph (a)(ii) above)) not less than three business days prior to such closing, and Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations and under such option under the provisions of subparagraph (a)(ii) above)) will deliver to ICG (i) if the securities to be so purchased are in certificated form, a certificate evidencing the securities to be purchased, registered in the name of ICG, and (ii) a written instrument executed by the seller of the securities effecting the transfer of the securities free and clear of any Liens and representing and warranting as to its ownership of such securities free and clear of any Liens, its corporate power and authority to transfer such securities and such other matters as ICG shall reasonably request. It is understood and agreed in connection with an exercise of the MetalSite Offering Option and the Post- Offering Change of Control Option that ICG shall also have the option their options to purchase all or any portion of the membership interests in the General Partner owned by Weirton or its successor (or their respective affiliates) (or, in the case of the MetalSite Offering Option, a portion of such interest that corresponds to the portion of the Partnership acquired upon exercise of such option) at a purchase price equal to the Appraised Value of such interests. The exercise and closing of such options shall occur at the same time and in the same manner as that provided herein for the MetalSite Offering Option or Post-Offering Change of Control Option, as applicableOffered Shares.

Options to Purchase. (a) From and after the ClosingManufacturing Option: (i) In the event that a Change of Control (as defined in paragraph (c) below) of Weirton occurs prior Subject to the consummation terms of this Termination Agreement, CSI grants to Trace a MetalSite Public Offering non-exclusive option to purchase (hereinafter referred to as defined in paragraph (dthe "Manufacturing Option") below), Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) the following the occurrence of such Change of Control, and ICG will have the right and option manufacturing package (the "Pre-Offering Change Manufacturing Package"), consisting of: (A) The Purchased Assets; and (B) the right to engage CSI for manufacturing support at the rate of Control Option") to ------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion $150/person/hour plus materials and expenses for a period ending 60 days following the exercise of the partnership interests in Manufacturing Option ("Manufacturing Support"), to the Partnershipextent that Trace requests, and CSI is reasonably able to provide, Manufacturing Support; provided that Trace shall be responsible for all of CSI's out-of-pocket expenses incurred by CSI's personnel in connection with the member interests in provision of the General Partnerrequested Manufacturing Support, then owned by Weirton or its successor (or their respective affiliates) at a purchase price equal to the Appraised Value of such interests (as defined in paragraph (e) below);including without limitation, all travel and living expenses. (ii) Manufacturing Option Term: (A) Unless terminated earlier in accordance with Section 4(a)(ii)(B), the Manufacturing Option shall be exercisable by Trace for a period of one (1) year from the date of this Termination Agreement. (B) Notwithstanding CSI's grant of the Manufacturing Option, CSI retains the right to sell all or part of the Purchased Assets to any other party, without notice to Trace, at any such time and upon any such terms as CSI may decide; provided that within 10 days after any such sale CSI shall notify Trace of the items sold and the purchase price therefor. In the event that a MetalSite Public Offering occurs, Weirton will give written notice to ICG promptly (but in any event no later than 10 days) following the consummation of such MetalSite Public Offering, and ICG will have the right and option (the "MetalSite Offering ------------------ Option") to purchase from Weirton up to an Additional Number (as defined in ------ paragraph (f) below) sale of shares of Common Stock part or all of the Partnership at a per share purchase price equal to Purchased Assets, the Average MetalSite Price (as defined in paragraph (g) below) as of the date of ICG's notice of the exercise of such MetalSite Offering Option, it being understood that if ICG exercises the MetalSite Offering Option, Weirton will afford the Partnership the opportunity to sell (in lieu of Weirton) to ICG up to the Additional Number of shares of Common Stock of the Partnership Manufacturing Option shall expire as to which ICG has exercised such option at the closing for the exercise assets sold and be of such option, in which event ICG agrees to purchase up to the Additional Number of shares as to which it has exercised the MetalSite Offering Option from the Partnership (in lieu of Weirton) and to pay the purchase price therefor to the Partnership at such closing, it being further understood that if the Partnership determines not to no force or fails to deliver such shares to ICG at such closing in accordance with this Agreement, Weirton shall be obligated to deliver to ICG at such closing up to the Additional Number of shares of Common Stock of the Partnership as to which ICG has exercised the MetalSite Offering Option (and, likewise, Weirton shall be entitled to receive the purchase price for such shares at such closing from ICG)effect. (iii) In the event that Manufacturing Package Purchase Price: (A) a Change of Control of Weirton occurs on or after the date of consummation of a MetalSite Public Offering and The Manufacturing Package purchase price shall be $845,000 (B) ICG has exercised all or a portion of the MetalSite Offering Option (or notice of exercise of such option may not yet be giventhe"Manufacturing Package Purchase Price"), Weirton (or its successor) will give written notice less any price received by CSl for the sale of any part thereof prior to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will have the right and option (the "Post-Offering Change of Control Option") to -------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion of the shares of Common Stock of the Partnership then owned by Weirton or its successor (or their respective affiliates) at a per share purchase price equal to the Average MetalSite Price as of the date of ICG's notice of the exercise of the Post-Offering Change of Control OptionManufacturing Option by Trace. (biv) In Exercise of the event that ICG wishes Manufacturing Option: (A) Trace shall exercise the Manufacturing Option by providing CSI with writtennotice of its intent to exercise the Manufacturing Option, at any time prior to the expiry or termination of the options granted pursuant to paragraph Manufacturing Option, outlining, among other things: (aI) above, ICG a date for the closing for the purchase and sale of the Manufacturing Package which will give written notice to Weirton or its successor specifying a place be at least 30 days and date (not more than 60 days after the date receipt of the notice by CSI; and (II) a letter from Trace's counsel indicating that funds equivalent to theManufacturing Package Purchase Price are being held in such notice) counsel's trust account for the payment to CSI upon closing of the exercise purchase and sale of such optionthe Manufacturing Package. (iv) In the case Sale of the Pre-Offering Change of Control OptionManufacturing Package: (A) The Manufacturing Package will be sold "as is — where is", such notice of exercise may be given by ICG with norepresentations or warranties, whether express, implied, statutory or otherwise, except as to Weirton at any time during the 180 day period following ICGCSI's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton); provided, -------- however, that in the event of any disagreement by Weirton or its successor ------- -23- with the amount of the Appraised Value proposed by ICG in its notice of exercise, the expiration of such 180 day period shall be tolled until the date 10 days following the date of final determination of the Appraised Value pursuant to paragraph (e) below and provided further, however, that in the event -------- ------- ------- of any such disagreement by Weirton or its successor with the amount of the Appraised Value proposed by ICG, ICG will have the right to rescind any previously given notice of exercise of sell the Pre-Offering Change of Control Option at any time following the date of final determination of the Appraised Value. (ii) In the case of the MetalSite Offering Option, such notice of exercise may be given by ICG to the Partnership and Weirton at any time during the 30 day period following the date which is 30 days after the expiration of any 180 day or other period commencing upon the closing of the MetalSite Public Offering during which senior management and/or significant stockholders of the Partnership are prohibited from selling equity securities of the Partnership pursuant to any underwriting, "lock-up", "standstill" or similar agreement entered into in connection with the MetalSite Public Offering. (iii) In the case of the Post-Offering Change of Control Option, such notice of exercise may be given by ICG to Weirton or its successor at any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton). Notwithstanding the foregoing, in the event any regulatory or other governmental approval is required in connection with the closing of any of the above options, the expiration of the applicable exercise period for such option shall be tolled until 10 days after the receipt of such regulatory or other governmental approval. At such closing, ICG will pay the aggregate purchase price for the equity interests to be purchased by wire transfer of immediately available funds to an account designated in writing by Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations under such option under the provisions of subparagraph (a)(ii) above)) not less than three business days prior to such closing, and Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations and under such option under the provisions of subparagraph (a)(ii) above)) will deliver to ICG (i) if the securities to be so purchased are in certificated form, a certificate evidencing the securities to be purchased, registered in the name of ICG, and (ii) a written instrument executed by the seller of the securities effecting the transfer of the securities Manufacturing Package free and clear of any Liens and representing and warranting as to its ownership of such securities free and clear of any Liensall security interests, its corporate power and authority to transfer such securities and such other matters as ICG shall reasonably request. It is understood and agreed in connection with an exercise of the MetalSite Offering Option and the Post- Offering Change of Control Option that ICG shall also have the option to purchase all liens, claims or any portion of the membership interests in the General Partner owned by Weirton or its successor (or their respective affiliates) (or, in the case of the MetalSite Offering Option, a portion of such interest that corresponds to the portion of the Partnership acquired upon exercise of such option) at a purchase price equal to the Appraised Value of such interests. The exercise and closing of such options shall occur at the same time and in the same manner as that provided herein for the MetalSite Offering Option or Post-Offering Change of Control Option, as applicableencumbrances.

Options to Purchase. (a) From and after Provided the Closing: (i) In LOL Sublessee shall not have purchased the event that a Change of Control "Lessor's Interest in the Premises" (as defined in paragraph (c) belowParagraph 15(c) of Weirton occurs prior the LOL Sublease) pursuant to Paragraph 13 or 15 of the consummation of a MetalSite Public Offering (as defined in paragraph (d) below)LOL Sublease, Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will Lessee shall have the right and option to purchase the Leased Premises in the event that: (1) The LOL Sublease terminates pursuant to Paragraphs 13(c) or 13(e) thereof following rejection of the LOL Sublessee's irrevocable offer to purchase the "Pre-Offering Change Lessor's Interest in the Premises"; or (2) Land O'Lakes, Inc. at any time during the term of Control Option"this Lease (as the same may be extended as provided in Schedule B) ceases to ------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all be the lessee of the Improvements under the LOL Sublease or any portion of the partnership interests in the Partnership, and the member interests in the General Partner, then owned by Weirton or its successor (or their respective affiliates) at a purchase price equal to the Appraised Value of such interests (as defined in paragraph (e) below); (ii) In the event that a MetalSite Public Offering occurs, Weirton will give written notice to ICG promptly (but in any event no later than 10 days) following the consummation of such MetalSite Public Offering, and ICG will have the right and option (the "MetalSite Offering ------------------ Option") to purchase from Weirton up to an Additional Number (as defined in ------ paragraph (f) below) of shares of Common Stock of the Partnership at a per share purchase price equal to the Average MetalSite Price (as defined in paragraph (g) below) as of the date of ICG's notice of the exercise of such MetalSite Offering Option, it being understood that if ICG exercises the MetalSite Offering Option, Weirton will afford the Partnership the opportunity to sell (in lieu of Weirton) to ICG up to the Additional Number of shares of Common Stock of the Partnership as to which ICG has exercised such option at the closing for the exercise of such option, in which event ICG agrees to purchase up to the Additional Number of shares as to which it has exercised the MetalSite Offering Option from the Partnership (in lieu of Weirton) and to pay the purchase price therefor to the Partnership at such closing, it being further understood that if the Partnership determines not to or fails to deliver such shares to ICG at such closing lease entered into in accordance with this Agreement, Weirton shall be obligated to deliver to ICG at such closing up to the Additional Number of shares of Common Stock Paragraph 4(b) of the Partnership as to which ICG has exercised the MetalSite Offering Option (and, likewise, Weirton shall be entitled to receive the purchase price for such shares at such closing from ICG). (iii) In the event that (A) a Change of Control of Weirton occurs on or after the date of consummation of a MetalSite Public Offering and (B) ICG has exercised all or a portion of the MetalSite Offering Option (or notice of exercise of such option may not yet be given), Weirton (or its successor) will give written notice to ICG promptly (but in any event no later than 10 days) following the occurrence of such Change of Control, and ICG will have the right and option (the "Post-Offering Change of Control Option") to -------------------------------------- purchase from Weirton or its successor (or their respective affiliates) all or any portion of the shares of Common Stock of the Partnership then owned by Weirton or its successor (or their respective affiliates) at a per share purchase price equal to the Average MetalSite Price as of the date of ICG's notice of the exercise of the Post-Offering Change of Control OptionLOL Sublease. (b) In the event that ICG wishes Lessee's purchase pursuant to exercise any of the options hereby granted shall be subject to the following terms and conditions: (1) At least 120 days prior written notice shall have been given to Lessor; provided, however, that if the purchase option herein granted is being exercised pursuant to paragraph subparagraph (a) aboveof this Paragraph 28, ICG will give written notice to Weirton or its successor specifying a place and date (not more than 60 days after the date of such notice) for exercise shall be given at the same time as the rejection of the LOL Sublessee's irrevocable offer to purchase, and the closing of the purchase pursuant to such exercise shall occur on the earliest practicable date following completion of such optionthe appraisal hereinafter described. (i2) In The purchase price shall be the case fair market value of the Pre-Offering Change of Control OptionLeased Premises, such notice value to be determined by appraisal pursuant to Paragraph 25 hereof if the parties cannot agree upon such fair market value. For purposes of exercise this Paragraph 28, the fair market value of the Leased Premises shall be determined as though (p) the Improvements did not exist, and (q) the Leased Premises were not encumbered by this Lease. (3) Lessor shall convey title subject only to (w) Permitted Encumbrances, (x) all charges, liens, security interests and encumbrances attaching to the title on or after the commencement of the term hereof which were not created by acts of Lessor or which were consented to by Lessee, and (y) all applicable laws, regulations, and ordinances. (4) Upon the date fixed for any purchase of the Leased Premises or any portion thereof under this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall pay to Lessor the purchase price therefor specified herein together with all Basic Rent, additional rent and other sums then due and payable hereunder to and including such date of purchase, and Lessor shall deliver to Lessee a conveyance of the Leased Premises and any other instruments necessary to convey the title thereto. Lessee shall pay all charges incident to such conveyance and assignment, including reasonable and necessary counsel fees, escrow fees, recording fees, title insurance premiums and all applicable taxes (other than any income or franchise taxes of Lessor) which may be given imposed by ICG to Weirton at any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton); provided, -------- however, that in the event of any disagreement by Weirton or its successor ------- -23- with the amount of the Appraised Value proposed by ICG in its notice of exercise, the expiration reason of such 180 day period shall be tolled until conveyance and assignment and the date 10 days following delivery of said conveyance and other instruments. Upon the date of final determination of the Appraised Value pursuant to paragraph (e) below and provided further, however, that in the event -------- ------- ------- completion of any such disagreement by Weirton or its successor with the amount purchase of the Appraised Value proposed by ICGLeased Premises but not prior thereto, ICG will this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have the right to rescind any previously given notice of exercise of the Pre-Offering Change of Control Option at any time following the date of final determination of the Appraised Value. (ii) In the case of the MetalSite Offering Option, such notice of exercise may be given by ICG to the Partnership and Weirton at any time during the 30 day period following the date which is 30 days after the expiration of any 180 day arisen on or other period commencing upon the closing of the MetalSite Public Offering during which senior management and/or significant stockholders of the Partnership are prohibited from selling equity securities of the Partnership pursuant to any underwriting, "lock-up", "standstill" or similar agreement entered into in connection with the MetalSite Public Offering. (iii) In the case of the Post-Offering Change of Control Option, such notice of exercise may be given by ICG to Weirton or its successor at any time during the 180 day period following ICG's receipt of written notice of the Change of Control from Weirton or its successor (or such earlier time as ICG becomes aware of the occurrence of the Change of Control of Weirton). Notwithstanding the foregoing, in the event any regulatory or other governmental approval is required in connection with the closing of any of the above options, the expiration of the applicable exercise period for such option shall be tolled until 10 days after the receipt of such regulatory or other governmental approval. At such closing, ICG will pay the aggregate purchase price for the equity interests to be purchased by wire transfer of immediately available funds to an account designated in writing by Weirton (or, in the case of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations under such option under the provisions of subparagraph (a)(ii) above)) not less than three business days prior to such closing, and Weirton (or, in the case date of the MetalSite Offering Option, the Partnership (if the Partnership determines to fulfill Weirton's obligations and under such option under the provisions of subparagraph (a)(ii) above)) will deliver to ICG (i) if the securities to be so purchased are in certificated form, a certificate evidencing the securities to be purchased, registered in the name of ICG, and (ii) a written instrument executed by the seller of the securities effecting the transfer of the securities free and clear of any Liens and representing and warranting as to its ownership of such securities free and clear of any Liens, its corporate power and authority to transfer such securities and such other matters as ICG shall reasonably request. It is understood and agreed in connection with an exercise of the MetalSite Offering Option and the Post- Offering Change of Control Option that ICG shall also have the option to purchase all or any portion of the membership interests in the General Partner owned by Weirton or its successor (or their respective affiliates) (or, in the case of the MetalSite Offering Option, a portion of such interest that corresponds to the portion of the Partnership acquired upon exercise of such option) at a purchase price equal to the Appraised Value of such interests. The exercise and closing of such options shall occur at the same time and in the same manner as that provided herein for the MetalSite Offering Option or Post-Offering Change of Control Option, as applicablepurchase.