Put Option Agreement: shares

Option Agreement for the grant by a potential buyer in favour of the holder of shares in a private limited company of a put option over the shares.

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When do I use this document?

  • for the grant of a put option over shares in a private limited company
  • where the agreement does not include a corresponding call option

What are the key features?

  • 24 clauses over 14 pages
  • grant of the put option, with related definitions of option shares, exercise conditions and exercise period
  • put 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 option agreement will need to negotiate include:

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

Guidance that comes with this template will help you negotiate these matters.

What other docs are available?

For alternative option agreements over shares, see:

When do I use this document?

  • for an investment transaction
  • where the subject company will agree a period of exclusivity with the investor
  • for a longer form agreement with strong legal protections for the investor

What are the key features?

  • 13 clauses over 6 pages
  • definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
  • exclusivity undertakings from the company in favour of the proposed investor
  • rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs

What other documents are available?

For a shorter form of exclusivity agreement for an investment transaction, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 30/05/2025

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