Common use of Options to Purchase Clause in Contracts

Options to Purchase. (a) Provided the LOL Sublessee shall not have purchased the "Lessor's Interest in the Premises" (as defined in Paragraph 15(c) of the LOL Sublease) pursuant to Paragraph 13 or 15 of the LOL Sublease, Lessee shall have the right 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 "Lessor's Interest in the Premises"; or (2) Land O'Lakes, Inc. at any time during the term of this Lease (as the same may be extended as provided in Schedule B) ceases to be the lessee of the Improvements under the LOL Sublease or any lease entered into in accordance with Paragraph 4(b) of the LOL Sublease. (b) Lessee's purchase pursuant to 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 subparagraph (a) of this Paragraph 28, notice of such 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 the appraisal hereinafter described. (2) The purchase price shall be the fair market value of the Leased Premises, such value to be determined by appraisal pursuant to Paragraph 25 hereof if the parties cannot agree upon such fair market value. For purposes of 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 Xxxxxxxxx 00, Xxxxxx 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 imposed by reason of such conveyance and assignment and the delivery of said conveyance and other instruments. Upon the completion of any such purchase of the Leased Premises but not prior thereto, this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date of purchase.

Options to Purchase. The Lessee retains an Option to Purchase the Domain Name at any time for the current market price, subject to the acceptance of the current market price by the Lessor (a) Provided the LOL Sublessee shall “Option for Current Market Value), provided there is not have purchased another higher offer pursuant to the "Lessor's Interest in the Premises" (Right of First Refusal or an outstanding Option as defined below that is greater than the current market price. The Option for Current Market Value is void if the current market value is lower than the Buy It Now Purchase Price. Provided that the Lessee’s obligations hereunder are in Paragraph 15(c) of the LOL Sublease) pursuant to Paragraph 13 or 15 of the LOL Subleasegood standing, Lessee shall have the right 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 "Lessor's Interest in the Premises"; or (2) Land O'Lakes, Inc. at any time during the term Term, the Lessee may notify the Lessor in writing that it intends to exercise its option (the “Buy It Now Option”) to purchase the Domain Name by paying the sum of US$1,500, less the sum of Payments already made by this Lessee for this Domain Name, inclusive of all prior consecutive 1 month Lease Agreements (as the same may be extended as provided in Schedule B) ceases to be “Buy It Now Purchase Price”). If the lessee of the Improvements under the LOL Sublease or any lease entered into in accordance with Paragraph 4(b) of the LOL Sublease. (b) Lessee's purchase pursuant to 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 subparagraph (a) of this Paragraph 28, notice of such 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 the appraisal hereinafter described. (2) The purchase price shall be the fair market value of all prior consecutive 1 month Lease Agreements is greater than the Leased Premises, such value to be determined by appraisal pursuant to Paragraph 25 hereof if the parties cannot agree upon such fair market value. For purposes sum of this Paragraph 28US$1,500, the fair market value Buy It Now Option is null and void. Provided that the Lessee’s obligations hereunder are in good standing, for a period 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 90 days after the commencement consecutive successful renewal of the term hereof which were not created by acts of Lessor or which were consented to by Lessee, 48 Lease Agreements and Payments thereunder (y) all applicable laws, regulations, and ordinances. approximately four (4) Upon years), the date fixed for any Lessee may notify the Lessor in writing that it intends to exercise its option (the “One Dollar Option”) to purchase the Domain Name by paying the sum of US $1 (the “One Dollar Purchase Price”). It is the Lessee’s sole responsibility to notify the Lessor of the Leased Premises or exercise of any portion thereof under this Xxxxxxxxx 00of these Options. Collectively, Xxxxxx shall pay the current market price, the Buy It Now Purchase Price and the One Dollar Purchase Price are referred to Lessor as the purchase price therefor specified herein together with all Basic RentOption Purchase Price(s). Collectively, additional rent the Option for Current Market Value, the Buy It Now Option and other sums then due and payable hereunder the One Dollar Option are referred to and including such date as the Option(s). In the event of purchasea notice of the Right of First Refusal, defined below, the Options will be void for a period of ten (10) days. As a condition of the Option, the Option Purchase Price(s) must be paid no later than ten (10) days subsequent to the notice of exercise of the Option(s), and shall be paid to the Lessor shall deliver to Lessee a conveyance via Wire Transfer or as otherwise instructed by the Lessor. Upon payment of the Leased Premises Option Purchase Price(s) as aforesaid, the Domain Name shall be transferred to the Lessee and any other instruments necessary to convey this Lease Agreement shall thereafter be immediately terminated, except for 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 imposed by reason of such conveyance and assignment and the delivery of said conveyance and other instruments. Upon the completion of any such purchase indemnification provisions arising out of the Leased Premises but not prior theretoLessee’s use of the Domain Name, this Lease shall terminateat Paragraph 9, except with respect to obligations and liabilities of Lessee hereunder, actual or contingentbelow, which have arisen on or prior shall survive the termination of this Agreement. If the Lessee wishes to such date of purchaseuse an escrow agent, the Lessee is responsible for all costs and risks associated with the escrow agent.

Options to Purchase. (a) Provided From and after the LOL Sublessee shall not have purchased Closing: (i) In the "Lessor's Interest in the Premises" event that a Change of Control (as defined in Paragraph 15(cparagraph (c) below) of Weirton occurs prior to the LOL Subleaseconsummation of a MetalSite Public Offering (as defined in paragraph (d) pursuant below), Weirton (or its successor) will give written notice to Paragraph 13 or 15 ICG promptly (but in any event no later than 10 days) following the occurrence of the LOL Subleasesuch Change of Control, Lessee shall 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 Leased Premises 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: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. (1b) The LOL Sublease terminates In the event that ICG wishes to exercise any of the options granted pursuant to Paragraphs 13(cparagraph (a) above, ICG will give written notice to Weirton or 13(eits successor specifying a place and date (not more than 60 days after the date of such notice) thereof following rejection for the closing of the LOL Sublessee's irrevocable offer to purchase the "Lessor's Interest in the Premises"; orexercise of such option. (2i) Land O'LakesIn the case of the Pre-Offering Change of Control Option, Inc. such notice of exercise may be given by ICG to Weirton at any time during the term 180 day period following ICG's receipt of this Lease (as the same may be extended as provided in Schedule B) ceases to be the lessee written notice of the Improvements under the LOL Sublease Change of Control from Weirton or any lease entered into in accordance with Paragraph 4(b) its successor (or such earlier time as ICG becomes aware of the LOL Sublease. (b) Lessee's purchase 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 the options hereby granted shall be subject to the following terms paragraph (e) below and conditions: (1) At least 120 days prior written notice shall have been given to Lessor; providedprovided 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 purchase Partnership determines to fulfill Weirton's obligations under such option herein granted is being exercised pursuant to under the provisions of subparagraph (aa)(ii) above)) not less than three business days prior to such closing, and Weirton (or, in the case of this Paragraph 28the MetalSite Offering Option, notice 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 be given 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 rejection MetalSite Offering Option or Post-Offering Change of the LOL Sublessee's irrevocable offer to purchaseControl Option, and the closing of the purchase pursuant to such exercise shall occur on the earliest practicable date following completion of the appraisal hereinafter describedas applicable. (2) The purchase price shall be the fair market value of the Leased Premises, such value to be determined by appraisal pursuant to Paragraph 25 hereof if the parties cannot agree upon such fair market value. For purposes of 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 Xxxxxxxxx 00, Xxxxxx 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 imposed by reason of such conveyance and assignment and the delivery of said conveyance and other instruments. Upon the completion of any such purchase of the Leased Premises but not prior thereto, this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date of purchase.

Options to Purchase. (a) Provided Manufacturing Option: (i) Subject to the LOL Sublessee shall not have purchased terms of this Termination Agreement, CSI grants to Trace a non-exclusive option to purchase (hereinafter referred to as the "Lessor's Interest in Manufacturing Option") the Premises" following manufacturing package (as defined in Paragraph 15(cthe "Manufacturing Package"), consisting of: (A) of the LOL SubleaseThe Purchased Assets; and (B) pursuant to Paragraph 13 or 15 of the LOL Sublease, Lessee shall have the right to purchase engage CSI for manufacturing support at the Leased Premises rate of $150/person/hour plus materials and expenses for a period ending 60 days following the exercise of the Manufacturing Option ("Manufacturing Support"), to the extent 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 event thatprovision of the requested Manufacturing Support, 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) The LOL Sublease terminates pursuant to Paragraphs 13(cyear from the date of this Termination Agreement. (B) or 13(e) thereof following rejection Notwithstanding CSI's grant of the LOL Sublessee's irrevocable offer 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 "Lessor's Interest in event of such sale of part or all of the Premises"; orPurchased Assets, the Manufacturing Option shall expire as to such assets sold and be of no force or effect. (2iii) Land O'LakesManufacturing Package Purchase Price: (A) The Manufacturing Package purchase price shall be $845,000 (the"Manufacturing Package Purchase Price"), Inc. less any price received by CSl for the sale of any part thereof prior to exercise of the Manufacturing Option by Trace. (iv) Exercise of the 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 during prior to the term of this Lease (as the same may be extended as provided in Schedule B) ceases to be the lessee expiry or termination of the Improvements under the LOL Sublease or any lease entered into in accordance with Paragraph 4(b) of the LOL Sublease. (b) Lessee's purchase pursuant to the options hereby granted shall be subject to the following terms and conditionsManufacturing Option, outlining, among other things: (1I) At least 120 days prior written notice shall have been given to Lessor; provided, however, that if a date for the closing for the purchase option herein granted is being exercised pursuant to subparagraph (a) of this Paragraph 28, notice of such exercise shall be given at the same time as the rejection and sale of the LOL SublesseeManufacturing Package which will be at least 30 days and not more than 60 days after the receipt of the notice by CSI; and (II) a letter from Trace's irrevocable offer counsel indicating that funds equivalent to purchase, and the theManufacturing Package Purchase Price are being held in such counsel's trust account for payment to CSI upon closing of the purchase pursuant to such exercise shall occur on the earliest practicable date following completion and sale of the appraisal hereinafter describedManufacturing Package. (2v) Sale of the Manufacturing Package: (A) The purchase price shall Manufacturing Package will be sold "as is — where is", with norepresentations or warranties, whether express, implied, statutory or otherwise, except as to CSI's right to sell the fair market value Manufacturing Package free and clear of the Leased Premises, such value to be determined by appraisal pursuant to Paragraph 25 hereof if the parties cannot agree upon such fair market value. For purposes of 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 chargessecurity interests, liens, security interests and encumbrances attaching to the title on claims 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 ordinancesencumbrances. (4) Upon the date fixed for any purchase of the Leased Premises or any portion thereof under this Xxxxxxxxx 00, Xxxxxx 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 imposed by reason of such conveyance and assignment and the delivery of said conveyance and other instruments. Upon the completion of any such purchase of the Leased Premises but not prior thereto, this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date of purchase.