Purchase Option Agreement Template

PURCHASE OPTION AGREEMENT

This Purchase Option Agreement (the Agreement) is entered into as of (Effective Date), by and between:

RECITALS

WHEREAS, Optionor is the lawful owner of the property or asset described below and has authority to grant an exclusive option to purchase the described property; and

WHEREAS, Optionee desires to obtain and Optionor is willing to grant an exclusive, transferable (subject to Section on Assignment), and revocable (as provided herein) option to purchase the property upon the terms and for the consideration set forth herein.

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

1. PROPERTY / ASSET

Property Description:

2. SCOPE OF WORK

The parties acknowledge that the Optionee may, subject to Optionor's prior written consent where required, enter and perform preliminary activities on the Property as described below. All permitted activities shall be conducted at Optionee's risk and expense and in compliance with law.

3. OPTION GRANT; TERM

Optionor hereby grants to Optionee the exclusive option to purchase the Property (the Option) for the purchase price and on the terms set forth in this Agreement. The Option shall commence on and shall expire on , unless earlier terminated in accordance with this Agreement.

The Option may be exercised by Optionee at any time during the Option term by delivering written notice of exercise to Optionor in accordance with the Notices provision of this Agreement and by tendering any required sums as set forth herein.

4. PAYMENT TERMS

Option Fee credited against Purchase Price on closing

5. EXERCISE OF OPTION; CLOSING

Optionee shall exercise the Option by delivering written notice to Optionor and depositing with the sums due as required by this Agreement. Closing shall occur within days after exercise, unless otherwise agreed in writing. Title shall be conveyed by general warranty deed (or other appropriate instrument) free and clear of all liens except those approved in writing by Optionee.

6. TERMINATION

This Agreement shall terminate upon the earliest of: (a) expiration of the Option term; (b) written mutual agreement of the parties; (c) termination as a result of material breach as provided herein; or (d) delivery of written notice by either party upon days' prior written notice where such termination right is expressly provided in this Agreement.

7. CONFIDENTIALITY

Each party shall hold in confidence all non-public information obtained from the other party in connection with this Agreement, including financial terms, due diligence materials, and the specific terms and conditions hereof (Confidential Information). Confidential Information shall not include information which: (a) is or becomes publicly available through no breach of this Agreement; (b) was already in the receiving party's lawful possession; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice when legally permitted and cooperates with the disclosing party to seek protective measures.

8. REPRESENTATIONS AND WARRANTIES

Optionor represents and warrants that Optionor has good and marketable title to the Property, has full authority to enter into this Agreement, and that there are no undisclosed material defects or encumbrances known to Optionor that would prevent transfer at closing. Optionee represents and warrants that it has the financial capacity to perform the obligations set forth herein. These representations are continuing and shall survive closing for a period of years.

9. DEFAULT; REMEDIES

Upon material breach by either party, the non-breaching party may provide written notice describing the breach. If the breach is not cured within days after receipt of such notice, the non-breaching party may pursue all remedies available at law or equity, including specific performance, injunctive relief, damages, or termination of this Agreement. In the event of Optionee's uncured default, Optionor may retain the Option Fee as liquidated damages unless otherwise prohibited by law.

10. ASSIGNMENT

Optionee may assign its rights under this Agreement only with Optionor's prior written consent, which shall not be unreasonably withheld; provided, however, that Optionor's consent shall not be required for assignment to an entity controlled by or under common control with Optionee. Any permitted assignee shall assume all obligations of the assignor under this Agreement.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may specify in writing in accordance with this section). Notices shall be deemed given upon receipt.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration (unless the parties agree otherwise in writing) conducted in the judicial district in which the Property is located. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

13. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations. Any amendment or modification to this Agreement must be in writing and signed by both parties.

14. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties acknowledge that each has had the opportunity to consult counsel and that this Agreement shall be construed without regard to which party drafted the same.

SIGNATURES

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