Option to Buy Agreement Long

Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

OPTION TO BUY AGREEMENT

This Option to Buy Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{option_grantor_company_name}}, a company duly incorporated and registered under the laws of {{option_grantor_jurisdiction}}, with its principal place of business at {{option_grantor_address}} (hereinafter referred to as the “Grantor”);

AND

{{option_holder_company_name}}, a company duly incorporated and registered under the laws of {{option_holder_jurisdiction}}, with its principal place of business at {{option_holder_address}} (hereinafter referred to as the “Holder”).

The Grantor and the Holder are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Grantor is the legal and beneficial owner of {{description_of_assets_or_shares}} (hereinafter referred to as the “Subject Matter”);

WHEREAS, the Holder desires to obtain an option to purchase the Subject Matter from the Grantor, and the Grantor is willing to grant such an option, subject to the terms and conditions set forth herein.

GRANT OF OPTION

1.1. In consideration of the Option Fee specified in Clause 3, the Grantor hereby grants to the Holder an exclusive option (the “Option”) to purchase the Subject Matter, free from all liens, charges, and encumbrances whatsoever.

1.2. The Option shall be exercisable by the Holder in accordance with the terms and conditions of this Agreement.

OPTION PERIOD

2.1. The Option shall commence on the Effective Date of this Agreement and shall remain valid and exercisable for a period of {{option_period_duration}} (e.g., twelve (12) months) from the Effective Date (the “Option Period”), unless terminated earlier in accordance with the provisions of this Agreement.

2.2. The Option Period may be extended for a further period upon mutual written agreement of both Parties, subject to such terms and conditions as they may agree.

OPTION FEE

3.1. In consideration for the grant of the Option, the Holder shall pay to the Grantor a non-refundable option fee of {{option_fee_currency}} {{option_fee_amount}} ({{option_fee_amount_words}}) (the “Option Fee”) upon the signing of this Agreement.

3.2. The Option Fee shall be paid by {{payment_method}} to the Grantor's nominated bank account. Details: {{bank_account_details}}.

3.3. The Option Fee shall {{be_deducted_from_purchase_price / not_be_deducted_from_purchase_price}} in the event the Option is exercised.

EXERCISE OF OPTION

4.1. The Holder may exercise the Option at any time during the Option Period by giving written notice (the “Exercise Notice”) to the Grantor.

4.2. The Exercise Notice shall specify the Holder’s intention to purchase the Subject Matter and shall be delivered to the Grantor at {{grantor_notice_address}}.

4.3. Upon receipt of the Exercise Notice, the Parties shall proceed with the sale and purchase of the Subject Matter in accordance with the terms of this Agreement.

PURCHASE PRICE

5.1. The purchase price for the Subject Matter shall be {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_amount_words}}) (the “Purchase Price”).

5.2. The Purchase Price shall be payable by the Holder to the Grantor in the following manner: {{purchase_price_payment_terms}} (e.g., in full upon closing, or in installments).

5.3. Any applicable taxes, duties, or levies related to the sale and purchase of the Subject Matter shall be borne by {{party_responsible_for_taxes}}.

CLOSING

6.1. The closing of the sale and purchase of the Subject Matter (the “Closing”) shall take place on or before {{closing_date}} at {{closing_location}}, or such other date and location as the Parties may mutually agree.

6.2. At Closing, the Grantor shall deliver to the Holder {{documents_to_be_delivered_by_grantor}} (e.g., share certificates, title deeds, bills of sale), and the Holder shall pay the Purchase Price in full (or as per agreed payment terms).

REPRESENTATIONS AND WARRANTIES

7.1. The Grantor hereby represents and warrants to the Holder that {{grantor_warranties}} (e.g., it has full power and authority to enter into this Agreement, the Subject Matter is free from encumbrances, it is the sole beneficial owner of the Subject Matter).

7.2. The Holder hereby represents and warrants to the Grantor that {{holder_warranties}} (e.g., it has full power and authority to enter into this Agreement, it has sufficient funds to complete the purchase).

CONFIDENTIALITY

8.1. All information exchanged between the Parties in relation to this Agreement and the Subject Matter shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the other Party, except as required by law.

8.2. This obligation of confidentiality shall survive the termination of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

9.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

9.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

9.3. The seat of the arbitration shall be {{arbitration_seat}}, and the language of the arbitration shall be English.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

FOR AND ON BEHALF OF THE GRANTOR:

_____________________________

Name: {{grantor_signatory_name}}

Title: {{grantor_signatory_title}}

Date: {{grantor_signature_date}}

FOR AND ON BEHALF OF THE HOLDER:

_____________________________

Name: {{holder_signatory_name}}

Title: {{holder_signatory_title}}

Date: {{holder_signature_date}}