Common use of Put and Call Option Clause in Contracts

Put and Call Option. 6.1 In the event that the Board passes a resolution on a matter that is not a Reserved Matter, and no Alfa Directors have voted in favour of such resolution (including, without limitation, because the Alfa Directors voted against such resolution, abstained from voting, or were not present at the relevant Board meeting) then Alfa shall have the option to require Cukurova to purchase all of Alfa's CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares held by Alfa at the time. 6.2 In the event that any member of the board of directors or equivalent management body ("Defaulting Officer") of any CTH Group Member casts any vote or takes any action in respect of a matter that is in contradiction to the approach agreed to by Alfa and Cukurova with respect to such matter (as documented in resolutions duly adopted by the Board of CTH) (a "Default") and such Defaulting Officer, or the Shareholder that appointed such Defaulting Officer, does not remedy such Default within 45 days of its occurrence (the "Cure Period") and: (A) whilst there shall remain outstanding any amount of principal or any interest thereon under the Financing Agreements, Alfa or, as the case may be, Cukurova shall (if it was not the party which appointed the Defaulting Officer ("the Innocent Party" and the other of them being the "Defaulting Party")) have the option (the "Call Option") to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all of its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price; or (B) if the obligations under the Financing Agreements (including the payment of all accrued interest on any principal thereunder) shall have been discharged, then the Innocent Party in its sole discretion (a) shall have the option (the "Put Option") to require the Defaulting Party to buy all of the Innocent Party's (and its Affiliates') CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares to be sold or (b) have the option to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price. 6.3 A Put Option or, as the case may be, a Call Option shall be exercisable by written notice from the exercising Shareholder to the other Shareholder (an "Option Notice") during a period of 30 days commencing from, (i) in the case of an event specified in clause 6.1, the date that exercising Shareholder learns of the happening of an event specified in clause 6.1, and (ii) in the case of the happening of an event specified in clause 6.2, the later to occur of the expiration of the Cure Period or the date that the exercising Shareholder learns of the happening of an event specified in clause 6.

Put and Call Option. 6.1 In (a) Alcoa hereby grants to Ma'aden an option (the event that the Board passes a resolution on a matter that is not a Reserved Matter, and no Alfa Directors have voted in favour "Put Option") to require Alcoa to purchase from Ma'aden (i) such number of such resolution (including, without limitation, because the Alfa Directors voted against such resolution, abstained from voting, or were not present Shares as at the relevant Board meeting) then Alfa shall have the option to require Cukurova to purchase all of Alfa's CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares held by Alfa at the time. 6.2 In the event that any member time constitutes 14.9% of the board total issued Shares of directors or equivalent management body each of the Companies; and ("Defaulting Officer"ii) 14.9% of any CTH Group Member casts any vote or takes any action in respect the total aggregate Shareholder Loans provided to each of a matter that is in contradiction to the approach agreed to by Alfa and Cukurova with respect to such matter (as documented in resolutions duly adopted by the Board of CTH) (a "Default") and such Defaulting Officer, or the Shareholder that appointed such Defaulting Officer, does not remedy such Default within 45 days of its occurrence Companies (the "Cure Period") and: (A) whilst there shall remain outstanding any amount of principal or any interest thereon under the Financing Agreements, Alfa or, as the case may be, Cukurova shall (if it was not the party which appointed the Defaulting Officer ("the Innocent Party" and the other of them being the "Defaulting PartyOption Interests")) have , on the terms set out in this Clause 17. Ma'aden hereby grants to Alcoa an option (the "Call Option") to require the Defaulting Party Ma'aden to sell to the Innocent Party Alcoa all of the Defaulting Party's CTH Shares, Option Interests on the terms set out in this Clause 17. (b) The Put Option may only be exercised by Ma'aden and to procure the sale Call Option may only be exercised by Alcoa within a period of six (6) months from 1 October 2021 G (the "Option Period") and shall be exercised simultaneously for all of its Affiliates' CTH Sharesthe Companies. If the Put Option or the Call Option is not exercised during the Option Period, for an amount equal to the Buy-Out Price; orit shall lapse. (Bc) if the obligations under the Financing Agreements (including the payment of all accrued interest on any principal thereunder) The Put Option shall have been discharged, then the Innocent Party in its sole discretion (a) shall have the option be exercised by Ma'aden giving Alcoa written notice (the "Put OptionOption Notice") which shall include: (i) a statement to require the Defaulting Party effect that Ma'aden is exercising the Put Option; and (ii) a signature by or on behalf of Ma'aden. (d) The Call Option shall be exercised by Alcoa giving Ma'aden written notice (the "Call Option Notice") which shall include: (i) a statement to buy the effect that Alcoa is exercising the Call Option; and (ii) a signature by or on behalf of Alcoa. (e) The Put Option and the Call Option may be exercised only in respect of all of the Innocent Party's Option Interests. (and its Affiliates'f) CTH Shares for an amount equal All Distributions resolved or declared to be paid or made by the relevant Company in respect of the Option Price multiplied Interests by reference to a record date which falls on or before the number date on which completion of CTH Shares to be sold or (b) have the option to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price. 6.3 A Option Interests under the Put Option or, (the "Put Option Completion Date") or the Call Option (the "Call Option Completion Date") (as the case may be) occurs shall belong to, a Call Option and be payable to, Ma'aden. For the purposes of this Clause 17.12, "completion" shall be exercisable the date when the Parties sign before a notary the required shareholders resolutions authorising the amendment of each of the Companies' articles of association to reflect the transfer. (g) The consideration payable by written notice from Alcoa for the exercising Shareholder to Option Interests (the other Shareholder (an "Option NoticeConsideration") during a period shall be calculated in accordance with the provisions of 30 days commencing from, Clause 17.13. (h) The Parties shall use their respective reasonable endeavours to: (i) in procure that the case Option Consideration shall be finally determined as quickly as possible consistent with the provisions of an event specified in clause 6.1, the date that exercising Shareholder learns of the happening of an event specified in clause 6.1, and Clause 17.13; and (ii) in no later than twelve (12) months following the case determination of the happening Option Consideration, take all such action as may reasonably be required to give effect to any transfer of an event specified the Option Interests pursuant to this Clause 17.12, including cooperating in clause 6.2obtaining approvals required from all relevant Governmental Authorities. (i) On the Put Option Completion Date or Call Option Completion Date (as applicable), Alcoa shall pay or procure the payment of the Option Consideration to Ma'aden in cash to a bank account, the later details of which Ma'aden shall provide in writing to occur of Alcoa not less than three (3) Business Days prior to the expiration of the Cure Period Put Option Completion Date or the date that the exercising Shareholder learns of the happening of an event specified in clause 6Call Option Completion Date (as applicable).

Put and Call Option. 6.1 In the event that the Board passes a resolution on a matter that is not a Reserved Matter, and no Alfa Directors have voted in favour of such resolution (including, without limitation, because the Alfa Directors voted against such resolution, abstained from voting, or were not present at the relevant Board meeting) then Alfa shall have the option to require Cukurova to purchase all of Alfa's ’s CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares held by Alfa at the time. 6.2 In the event that any member of the board of directors or equivalent management body ("“Defaulting Officer"”) of any CTH Group Member casts any vote or takes any action in respect of a matter that is in contradiction to the approach agreed to by Alfa and Cukurova with respect to such matter (as documented in resolutions duly adopted by the Board of CTH) (a "“Default"”) and such Defaulting Officer, or the Shareholder that appointed such Defaulting Officer, does not remedy such Default within 45 days of its occurrence (the "“Cure Period"”) and: (A) whilst there shall remain outstanding any amount of principal or any interest thereon under the Financing Agreements, Alfa or, as the case may be, Cukurova shall (if it was not the party which appointed the Defaulting Officer ("“the Innocent Party" ” and the other of them being the "“Defaulting Party"”)) have the option (the "“Call Option"”) to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's ’s CTH Shares, and to procure the sale of all of its Affiliates' ’ CTH Shares, for an amount equal to the Buy-Out Price; or (B) if the obligations under the Financing Agreements (including the payment of all accrued interest on any principal thereunder) shall have been discharged, then the Innocent Party in its sole discretion (a) shall have the option (the "“Put Option"”) to require the Defaulting Party to buy all of the Innocent Party's ’s (and its Affiliates'’) CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares to be sold or (b) have the option to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's ’s CTH Shares, and to procure the sale of all its Affiliates' ’ CTH Shares, for an amount equal to the Buy-Out Price. 6.3 A Put Option or, as the case may be, a Call Option shall be exercisable by written notice from the exercising Shareholder to the other Shareholder (an "“Option Notice"”) during a period of 30 days commencing from, (i) in the case of an event specified in clause 6.1, the date that exercising Shareholder learns of the happening of an event specified in clause 6.1, and (ii) in the case of the happening of an event specified in clause 6.2, the later to occur of the expiration of the Cure Period or the date that the exercising Shareholder learns of the happening of an event specified in clause 66.2. The exercising Shareholder shall have the right to issue an Option Notice at any time during such 45 day period, provided that in the case of a Default, such Default has not been remedied at the time of the issue of the Option Notice. The Option Notice shall specify the Option Price or the Buy-Out Price, as applicable, at which the non-exercising Shareholder is to sell or, as the case may be, acquire the relevant CTH Shares. The decision by the exercising Shareholder not to exercise a Put Option or, as the case may be, a Call Option in respect of the occurrence of an event specified in clause 6.1 or clause 6.2 shall not impact the Shareholder’s right to exercise a Put Option or, as the case may be, a Call Option in respect of any other occurrence of an event specified in clause 6.1 or clause 6.2. 6.4 Upon delivery of an Option Notice, the exercising Shareholder shall be obliged to sell or, as the case may be, acquire and the non-exercising Shareholder shall be obliged to purchase, or as the case may be, sell, at the Option Price or the Buy-Out Price, as applicable, all the CTH Shares that are the subject of the Option Notice, and procure the sale, or as the case may be, purchase of all such CTH Shares owned by it and its Affiliates. 6.5 Alfa and Cukurova shall be required to complete the sale and purchase of the relevant CTH Shares within 90 days after the delivery of the Option Notice or, if any Regulatory Approval has not been obtained by the end of that period, within ten days of the date on which the last Regulatory Approval to be obtained is obtained.