Put Option Agreement Template
At the Address: [Sender.StreetAddress], [Sender.City], [Sender.PostalCode]
Can be Reached Via: [Sender.Email][Sender.Phone]
At the Address: [Shareholder.StreetAddress], [Shareholder.City], [Shareholder.PostalCode]
Can be Reached Via: [Shareholder.Email][Shareholder.Phone]
This Put Option Agreement, hereby known as the “Agreement,” is made this (month) (date), (year), hereby known as the “Effective Date,” by and between [Sender.FirstName][Sender.LastName] of [Sender.Company], hereby known as the “Company” and [Shareholder.FirstName][Shareholder.LastName] (of [Shareholder.Company]), hereby known as the “Shareholder” and collectively known as “Parties.”
WHEREAS, the Company agrees to grant the Shareholder a put option to sell to the Company all or a portion of the (assets in written form “three hundred”) (number of assets in numerical form “300”) previously-issued shares of (asset), hereby known as “Put Assets” owned by the Shareholder, pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, it is agreed as follows:
1. GRANT OF PUT OPTION
1. RIGHT TO SELL
The Shareholder shall have the right, or the “Put Right,” but not the obligation, to cause the Company to purchase all or a portion of the Put Assets at the Put Purchase Price outlined in Section 2.
2. PERIOD TO EXERCISE PUT OPTION.
The Shareholder shall make the decision to exercise the put option from a period commencing on (month) (date), (year) and ending on (month) (date), (year), at the end of the business day. These dates will be referred to as the “Put Exercise Period.”
If the Shareholder decides to sell any of their Put Assets, the Shareholder must provide the Company with a written and irrevocable notice, also called a “Put Exercise Notice,” exercising the Put Right and specifying the number of Put Assets to be sold by the Shareholder. If the Shareholder fails to give notice during the Put Exercise Period, any rights afforded to the Shareholder will terminate immediately.
4. CONSUMMATION OF SALE
The Company will pay the Put Purchase Price for the Put Assets by (cash, debit, check, wire transfer) on the Closing Date.
At the closing of any sale and purchase of the Put Assets, the Shareholder shall deliver to the Company a certificate representing the Put Assets sold (if any), accompanied by a receipt for the Put Purchase Price.
2. PUT PURCHASE PRICE
If the Shareholder decides to exercise the Put Right hereunder, it’s agreed that the Company must purchase the Put Assets at a price equal to the Original Purchase Price of the Put Assets, plus any accrued and unpaid dividends on the Put Assets on the Put Right Closing Date.
All communication regarding the information on this Agreement shall be in writing and must be delivered (by hand, by post, by email) during (business hours and/or after business hours). Communication that doesn’t constitute these methods will not be considered.
4. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Parties to this Agreement. All prior Agreements are now considered void unless stated otherwise.
5. AMENDMENTS AND WAIVERS
This Agreement may only be modified, amended, or supplemented by another agreement that is written and signed by all Parties. No waiver will be in effect unless outlined in writing and signed by all Parties.
6. SUCCESSOR AND ASSIGNS
This Agreement shall be binding to the Parties and will benefit the permitted signers. However, neither the Parties in this Agreement nor the rights and benefits outlined within said Agreement can be assigned or transferred to another party unless:
1. The Company merges or consolidates with another and sells or transfers the Put Assets outlined in this Agreement. If this happens, the shares of other assets outlined in this Agreement and all other agreements will be transferred to the new company or;
2. The Put Assets, shares, and other assets are transferred by the Shareholder by law of intestate succession or by will to their administrators, executors, legatees, trustees, or beneficiaries.
Any attempts to assign or transfer Put assets in violation of Section 6 shall be void.
If any terms or provisions in this Agreement are illegal, invalid, or otherwise unenforceable in any jurisdiction, including the one(s) outlined in Section 8 of this Agreement, such illegality, invalidity, or unenforceability shall not affect the rest of the terms or provisions in this Agreement. Upon such determination, the Parties shall negotiate in good faith to modify the Agreement, and all other documents associated with it, to preserve the Agreement’s original intent as closely as possible in a mutually acceptable manner.
8. GOVERNING LAW AND JURISDICTION
The exercise of the Put Option shall be in compliance with the applicable laws and regulations, including the federal and state security laws. More specifically, this Agreement shall be governed, constructed, and in accordance with the internal laws of the State of (state) and its jurisdictions. Any legal action taken by the Parties in the Agreement, provided that said Parties had violated some section or sections of this document, shall be subject to mediation and a trial by jury if mediation doesn't result in a mutual agreement between the Parties.
This Agreement may be “duplicated” as an executed counterpart, with each counterpart deemed as an original document, and all of the said documents together will be seen as the same agreement. A signed copy of all counterpart Agreements must be sent (by hand, by post, by email) and be deemed to have the same legal effect as the original.
10. NO STRICT CONSTITUTION
The Parties in this Agreement agree that they have jointly negotiated and drafted the terms and provisions outlined in the document. In the event that questions or ambiguity arise, this Agreement will be constructed as if drafted jointly by the signatories. No burden of proof or presumptions shall be used to disfavor any party.
IN WITNESS WHEREOF, the Parties have executed this Put Option Agreement on the Effective Date.
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