Can I e-sign this form?

Yes. The ESIGN Act (15 U.S.C. §7001) and UETA validate electronic signatures for most private agreements when parties consent and intent, attribution, and record retention are demonstrable.

Is notarization required?

Not usually for a private option agreement. If the option creates an interest in real property that will be recorded, notarization and recording office requirements may apply; check local recording rules.

How do I prove signature authenticity?

Retain audit trails with timestamps, IP addresses, signer authentication (email, SMS, or KBA), and signed PDFs. For higher assurance, use cryptographic/digital signature options and stronger signer identity verification.

Are electronic signatures legally binding?

Yes. Under ESIGN and UETA most e-signatures are binding when intent, consent, attribution, and retention are met. Exceptions include wills and certain court or notice filings.

What are common signing mistakes?

Typical errors include missing or mismatched signer names, inconsistent or missing dates, unsigned entity capacity blocks, and failing to attach required exhibits, which can create ambiguity in enforcement.

How long should I keep executed forms?

Retain executed agreements for at least three years for tax and audit purposes (IRC §6501(a)); retain healthcare-related records six years (45 CFR §164.530(j)); longer corporate retention may apply.

Electronic Signature
Templates
Legal
Pro-Forma Option Agreement Form

Pro-Forma Option Agreement Form

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

PRO-FORMA OPTION AGREEMENT

This Option Agreement (the "Agreement") is made as of the Effective Date: by and between Optionor: , a with principal address at , and Optionee: , a with principal address at .

RECITALS

WHEREAS, Optionor owns or controls the right to issue or transfer the underlying securities or assets described below; and

WHEREAS, Optionee desires to acquire, and Optionor is willing to grant, an option to purchase a specified portion of such securities or assets on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the essential terms of the option in this pro-forma document to memorialize their agreement pending final documentation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Option" means the right granted by Optionor to Optionee under Section 2 to purchase the Underlying Assets described in this Agreement.

1.2 "Underlying Assets" means:

1.3 "Exercise Price" means the per-unit price specified in Section 4.

2. GRANT OF OPTION

Optionor hereby grants to Optionee an irrevocable (subject to the terms below) option to purchase up to units/shares of the Underlying Assets (the "Option Shares"), subject to the vesting and other conditions set forth in this Agreement.

3. TERM; EXPIRATION

The Option shall commence on the Effective Date and shall expire on the Expiration Date unless earlier terminated in accordance with this Agreement. Expiration Date: .

4. EXERCISE PRICE; PAYMENT

4.1 Exercise Price. The Exercise Price per unit/share shall be (the "Exercise Price").

4.2 Payment. Payment of the aggregate Exercise Price shall be made in lawful money or by wire transfer or certified funds to the account designated by Optionor. Payment instructions and any escrow arrangements:

Payment Instructions

5. EXERCISE PROCEDURE

5.1 Manner of Exercise. To exercise the Option in whole or in part, Optionee must deliver to Optionor a written notice of exercise stating the number of Option Shares to be purchased, together with payment of the aggregate Exercise Price, any required transfer documents and affidavits reasonably requested by Optionor. Notice shall be deemed effective upon actual receipt by Optionor at its notice address specified in Section 10.

5.2 Closing. The closing of any purchase pursuant to exercise shall occur at the principal place of business of Optionor or at such other location as the parties mutually agree, within a commercially reasonable time after the notice of exercise is delivered and payment is made.

6. REPRESENTATIONS AND WARRANTIES

6.1 Optionor Representations. Optionor represents and warrants to Optionee that: (a) it has full power and authority to grant the Option; (b) the Option, when granted and exercised in accordance with its terms, will not violate any contract, law or order applicable to Optionor; and (c) upon delivery of the Option Shares, and receipt of the Exercise Price, Optionor will have good and marketable title to such shares free and clear of any liens, encumbrances or adverse claims except as disclosed in writing to Optionee.

6.2 Optionee Representations. Optionee represents and warrants to Optionor that: (a) it has the full power and authority to enter into and perform this Agreement; (b) any payment to be made will be lawfully available for such purpose; and (c) Optionee will comply with all applicable laws and regulations in connection with the exercise of the Option.

7. TRANSFER RESTRICTIONS

The Option and any rights thereunder shall not be assignable or transferable by Optionee except with the prior written consent of Optionor, which consent shall not be unreasonably withheld, except that Optionee may assign to an affiliate or in connection with a merger, consolidation or sale of substantially all of its assets if the assignee assumes all obligations hereunder. Any purported transfer in violation of this Section shall be void.

8. TERMINATION

This Agreement and the Option granted hereunder shall terminate upon the earliest of: (a) the Expiration Date; (b) mutual written agreement of the parties; or (c) breach of this Agreement by a party that remains uncured for thirty (30) days following written notice thereof.

9. TAXES

Each party shall be responsible for its own taxes arising from transactions contemplated by this Agreement. Optionor and Optionee agree to cooperate in good faith to provide any tax forms or documentation reasonably requested in connection with the exercise or transfer of Option Shares.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested), addressed as follows (or to such other address as a party designates by notice in accordance with this Section).

Optionor Notice Address Optionee Notice Address

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflicts of law principles. Governing law jurisdiction:

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

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

11.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic image shall be binding as originals.

12. EXECUTION AND AUTHORITY

Each individual signing this Agreement on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Agreement and to bind such party to the obligations set forth herein.

Optionor:

By:

Date:

Optionee:

By:

Date:

What the Pro-Forma Option Agreement Form Is

The Pro-Forma Option Agreement Form is a standardized preliminary contract used to document the proposed terms of an option to purchase or lease an asset, business interest, or securities. It sets out key commercial points—option period, strike or exercise price, consideration, exclusivity, transfer restrictions, and conditions precedent—without finalizing ancillary schedules. Parties use it to align on economics and obligations before drafting a full binding option agreement. This form helps reduce negotiation time, creates a clear record of intent, and provides a reference for counsel and stakeholders during due diligence and drafting.

Why a Pro-Forma Option Agreement Form Matters

A Pro-Forma Option Agreement Form clarifies commercial terms early, reduces drafting errors, and supports consistent negotiation. It establishes consideration, timelines, and material conditions in writing so parties can proceed to definitive documentation with fewer contingencies and clearer expectations.

Who Typically Prepares and Relies on This Form

Typical users who prepare or rely on the Pro-Forma Option Agreement Form include buyers, sellers, investors, and legal advisers.

Private equity and strategic acquirers using options to secure exclusivity during diligence.
Startups offering option rights in convertible financing previews or partnership negotiations.
Real estate investors securing purchase options on property pending inspections or zoning approvals.

The form serves as a negotiation scaffold and a checklist for counsel before producing a final, binding option agreement.

Representative Roles Involved

Buyer Representative

A corporate development or investment associate responsible for negotiating option economics, due diligence timelines, and exercise mechanics. They use the Pro-Forma Option Agreement Form to communicate internal approval conditions and to request counsel prepare the definitive purchase or option agreement.

Seller Counsel

Outside or in-house counsel drafting binding documents and reviewing representations, warranties, and transfer restrictions. They rely on the Pro-Forma to confirm client instructions, set amendment procedures, and plan for escrow, closing deliverables, and any required third-party consents.

Core Elements Every Professional Pro-Forma Should Include

Key elements of a professional Pro-Forma Option Agreement Form focus on clarity of terms, enforceable mechanics, and attachments that reduce downstream negotiation and legal ambiguity.

Option Term

Specify the exact start date, expiration date, and any extension or renewal mechanics, including notice windows and any automatic extension triggers, to avoid disputes about when the option may be exercised or lapses.

Exercise Price

Describe the fixed price or formula for calculation, address adjustments for taxes or closing costs, and state any rounding rules, currency, and appraisal process to determine changes in value or price adjustments.

Consideration

Record any upfront payment, deposit, or non-refundable fee supporting the option, specify whether it is credited toward purchase price or retained, and state the conditions for refund or forfeiture on termination.

Conditions

List conditions precedent such as permits, third-party consents, financing contingencies, and due diligence windows that must be satisfied before the option can be validly exercised or closed.

Transfer Rights

Address assignability, permitted transfers, approval processes, and whether the option survives assignment; note any buy-back or consent rights triggered by a proposed transfer.

Termination

Define events of default, cure periods, termination for convenience, and post-termination obligations such as confidentiality, return of materials, and escrow disposition.

Stepwise Completion Process

Follow these steps to complete a Pro-Forma Option Agreement Form accurately and to prepare for counsel review and final drafting.

01

Identify Parties: List full legal names and entity types.
02

Set Term: Specify option start and expiration dates.
03

Define Price: State exercise price and calculation method.
04

Attach Exhibits: Include schedules, consents, and pricing exhibits.

How to Amend or Revise the Form

Steps to update or amend a Pro-Forma Option Agreement Form and ensure amendments are clear, signed, and version-controlled.

01

Draft Amendment:

Describe changes and affected clauses.

02

Initial Approval:

Obtain internal approvals before circulation.

03

Execute Signatures:

All parties sign and date amendment.

04

Attach to Original:

Append amendment to the master document.

05

Update Version Log:

Record version, date, and author.

06

Distribute Copies:

Send executed copies to stakeholders.

Typical e-Execution Workflow

This flow describes routing, signing, and execution steps when using an e-signature platform to circulate the Pro-Forma Option Agreement Form.

Draft: Populate key commercial terms and exhibits.
Review: Internal review by business and legal teams.
Sign: Signatures captured with timestamp and audit trail.
Store: Save executed copy with version history.

Recommended E-Signature Workflow Settings

Typical workflow settings to configure when sending a Pro-Forma Option Agreement Form through an e-signature platform.

Field	Configuration
Authentication Method	Email link with optional SMS code
Signature Type	Typed, drawn, or uploaded signature image
Reminder Schedule	Automated reminders at 3 and 7 days
Document Retention	Retain executed PDF and audit trail indefinitely

Platform Capabilities to Support Execution

Ensure platform supports required integrations, file formats, and authentication methods for secure e-execution of the Pro-Forma Option Agreement Form.

File Formats: PDF, DOCX, and editable templates.
Integrations: Salesforce, NetSuite, Google Workspace, Box.
Authentication: Email, SMS, KBA, SSO options.

Common Data Elements in the Form

Personal Data: Names, emails, and phone numbers.

Entity IDs: Tax ID and registration numbers.

Transaction Terms: Exercise price, term, and consideration.

Signatures: Signed dated blocks for each party.

Supporting Docs: Exhibits, schedules, and permits.

Version Control: Document version and amendment log.

Key Risks and Potential Consequences

Invalid Execution: Incorrect signatures may void terms.

Tax Withholding: Missing TIN triggers 24% backup withholding.

Late Filing Penalty: Delayed notices may incur fines.

Contractual Liability: Unclear terms increase litigation risk.

Notary Noncompliance: Improper notarization risks unenforceability.

Data Exposure: Personal data mishandling triggers HIPAA/CCPA issues.

Common Preparation Pitfalls to Avoid

Failing to specify the option exercise window precisely leads to disputes about when the option expires and whether notice was timely delivered.
Using vague consideration language such as 'fair market value' without a calculation method creates uncertainty and complicates enforcement at exercise.
Omitting conditions precedent, such as third-party consents or financing, exposes parties to unexpected obligations at closing and potential breach claims.
Not including a clear amendment procedure or version history can lead to competing drafts and uncertainty over which terms govern.

Typical Timing and Deadlines to Build Into the Form

Common timing deadlines and filing expectations for agreements, notices, and recordkeeping obligations associated with option transactions.

Deadline to accept proposed option terms:

Defined in the form; commonly 30–90 days from delivery.

Exercise notice period required by form:

Typically 30–60 days written notice.

Due diligence inspection and review period:

Often 15–60 days depending on transaction complexity.

Target closing date or window:

Set a firm date or defined window to trigger closing mechanics.

Record retention and notice delivery obligations:

Specify how long notices must be preserved and accepted delivery methods.

Pro-Forma vs Final Option Agreement: Key Differences

A concise comparison showing how a pro-forma relates to the final binding option agreement and when each document is used.

Criteria	Pro-Forma	Final Agreement
Binding Nature	non-binding	binding
Level of Detail	summary	full terms & exhibits
Use Case	negotiation	enforcement
Recordation	rare	often recorded

E-Signature Pricing Comparison for Executing Forms

Basic pricing and capability snapshot for common e-signature providers used to execute Pro-Forma Option Agreement Forms; signNow appears first per platform comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Plan	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical Examples from Real Organizations

Examples illustrating how organizations used electronic workflows to execute option and related transactional documents in real scenarios.

Optica Ventures

Optica Ventures used an e-signature workflow to execute preliminary option agreements across investors and counsel during fundraising and acquisitions.

Streamlined investor onboarding across multiple time zones.
Brian Fitzgibbons, COO, said: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." The process reduced turnaround time and improved traceability during due diligence.

Martin Properties

A regional real estate firm standardized pro-formas to speed option offer acceptance and coordinate multiple seller signatories remotely.

Reduced in-person meetings and courier costs.
Tim Martin, Founder, reported that processing and executing documents online maintained compliance and security while improving deal velocity and customer convenience during closings.

Frequently Asked Questions and Practical Answers

Answers to frequent questions about completing, executing, and storing Pro-Forma Option Agreement Forms, including digital signing, notarization, and recordkeeping.

Need help? Contact support

Can I e-sign this form?
Yes. The ESIGN Act (15 U.S.C. §7001) and UETA validate electronic signatures for most private agreements when parties consent and intent, attribution, and record retention are demonstrable.
Is notarization required?
Not usually for a private option agreement. If the option creates an interest in real property that will be recorded, notarization and recording office requirements may apply; check local recording rules.
How do I prove signature authenticity?
Retain audit trails with timestamps, IP addresses, signer authentication (email, SMS, or KBA), and signed PDFs. For higher assurance, use cryptographic/digital signature options and stronger signer identity verification.
Are electronic signatures legally binding?
Yes. Under ESIGN and UETA most e-signatures are binding when intent, consent, attribution, and retention are met. Exceptions include wills and certain court or notice filings.
What are common signing mistakes?
Typical errors include missing or mismatched signer names, inconsistent or missing dates, unsigned entity capacity blocks, and failing to attach required exhibits, which can create ambiguity in enforcement.
How long should I keep executed forms?
Retain executed agreements for at least three years for tax and audit purposes (IRC §6501(a)); retain healthcare-related records six years (45 CFR §164.530(j)); longer corporate retention may apply.

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