Exclusivity Agreement: share purchase (long)

When do I use this document?

• for the grant of both a put option and call option over shares in a private limited company
• so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

• 24 clauses over 16 pages
• grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
• put option exercise and form of exercise notice
• call option exercise and form of exercise notice
• mechanics for sale and purchase of option shares
• warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

• option shares: the number of option shares
• exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
• exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
• exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

• Call Option Agreement – shares
• Put Option Agreement – shares