Options Purchase Agreement

OPTIONS PURCHASE AGREEMENT

This Options Purchase Agreement (the "Agreement") is made and entered into as of the Effective Date: , by and between Seller Name: organized under the laws of ; and Buyer Name: organized under the laws of .

RECITALS

WHEREAS, Seller is the lawful owner of certain equity interests and related rights identified as (the "Underlying Securities");

WHEREAS, Buyer desires to purchase and Seller desires to sell an option to purchase a specified portion of the Underlying Securities on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that the grant, purchase, exercise, transferability, and adjustment of the Option be governed by the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Option" means the right granted by Seller to Buyer to purchase the Option Shares, subject to the terms of this Agreement.

1.2 "Option Shares" means the number of shares of the Underlying Securities subject to the Option, equal to shares of .

1.3 "Exercise Price" means the per-share purchase price payable on exercise of the Option, as set forth in Section 3.

2. GRANT AND PURCHASE

2.1 Grant. Seller hereby sells and grants to Buyer, and Buyer hereby purchases from Seller, an irrevocable option to purchase the Option Shares upon the terms and subject to the conditions of this Agreement.

2.2 Option Term. The Option shall be exercisable during the period beginning on and ending on (the "Option Term").

3. CONSIDERATION; EXERCISE PRICE

3.1 Payment. Buyer shall pay the Option Purchase Price to Seller by wire transfer or other immediately available funds at the time of execution of this Agreement unless otherwise agreed in writing.

4. EXERCISE PROCEDURE

4.1 Exercise Notice. To exercise the Option, Buyer shall deliver to Seller a written Exercise Notice specifying the number of Option Shares to be purchased, accompanied by payment of the aggregate Exercise Price for such Option Shares in immediately available funds. The form and content of any Exercise Notice shall be in accordance with the provisions of this Section.

4.2 Effective Date of Transfer. Title to Option Shares purchased upon exercise of the Option shall pass to Buyer upon receipt by Seller of the Exercise Notice and full payment of the Exercise Price and satisfaction of all conditions to closing set forth in Section 7.

5. ADJUSTMENTS

5.1 Pro Rata Adjustments. The number of Option Shares and the Exercise Price shall be subject to adjustment to reflect stock splits, reverse splits, combinations, subdivisions, recapitalizations, reclassifications and similar events affecting the Underlying Securities, with equitable adjustments to avoid dilution or enlargement of the rights conferred by the Option.

5.2 Corporate Transactions. In the event of a merger, consolidation, sale of substantially all assets, or other corporate transaction affecting Seller and the Underlying Securities, Buyer shall be entitled to equivalent rights with respect to the successor securities, or, at Seller's election and subject to Buyer consent not to be unreasonably withheld, to receive a cash payment in lieu of exercise in an amount representing the fair value of the Option Shares.

6. TRANSFERABILITY

6.1 Assignment. The Option is transferable by Buyer only with the prior written consent of Seller, and any attempted transfer without such consent shall be null and void; except that Buyer may assign the Option (i) to an affiliate of Buyer or (ii) by operation of law in connection with a merger, sale of substantially all of Buyer's assets, or similar transaction, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Option and, upon exercise, will be able to transfer good and valid title to the Option Shares free and clear of all liens, claims and encumbrances; (b) Seller has full power and authority to execute, deliver and perform this Agreement and the person signing on behalf of Seller is duly authorized to bind Seller; (c) the execution, delivery and performance of this Agreement by Seller will not violate any agreement or court order to which Seller is a party or by which Seller is bound.

7.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to execute, deliver and perform this Agreement and the person signing on behalf of Buyer is duly authorized to bind Buyer; (b) Buyer acknowledges receipt of all information reasonably requested regarding the Option and the Underlying Securities and is acquiring the Option for investment and not with a view to distribution.

8. CONDITIONS TO EXERCISE

8.1 Conditions to Seller's Obligations. Seller's obligation to transfer Option Shares upon exercise is subject to Buyer having delivered the Exercise Notice, full payment of the Exercise Price, and Buyer having satisfied any required governmental approvals, consents, or filings applicable to the transfer.

9. TAXES

9.1 Allocation of Taxes. All transfer, documentary, sales and other taxes (excluding taxes on Seller's net income) arising from any transfer of Option Shares upon exercise of the Option shall be borne by Buyer. Each party shall provide the other with such information and documentation as may be reasonably requested to satisfy withholding obligations.

10. NOTICES

10.1 Method. All notices hereunder shall be in writing and shall be deemed given when delivered personally, sent by overnight courier, or three business days after deposit in the mail, postage prepaid, addressed to the addresses set forth above or as either party may subsequently specify in writing.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of , without regard to principles of conflicts of law.

11.2 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be construed, limited or severed to the minimum extent necessary to render it enforceable and the remaining provisions shall remain in full force and effect.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery by facsimile or electronic image of a signature page shall have the same effect as an original signature.

SIGNATURES

Sign Now