COMPANY TO COMPANY SHARE OPTION AGREEMENT

            COMPANY TO COMPANY SHARE OPTION AGREEMENT

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. [Your Company Name] a company incorporated under the laws of XXX,  with registered address at [Company Address] hereinafter referred to as (“Company”),

AND

  1. [Counterparty Company Name] a company incorporated under the laws of XXX, with registered address at [Counterparty Company Address] hereinafter referred to as (“Counterparty”).

RECITALS:

WHEREAS, Company and Counterparty desire to enter into an agreement whereby Counterparty is granted the right to purchase Shares of Company under certain terms and conditions;

WHEREAS, Company is the owner of the Shares and wishes to grant Counterparty the opportunity to participate in the future success and growth of Company;

WHEREAS, Counterparty acknowledges that the grant of share options is subject to certain conditions and restrictions as set forth in this Agreement;

WHEREAS, Company and Counterparty desire to set forth their rights and obligations with respect to the grant, exercise, and termination of share options;

  1. TERM:

3.1 The term of this Agreement shall be five (5) years from the Effective Date (the “Term”).

3.2 Unless terminated earlier in accordance with the provisions set forth herein, this Agreement shall remain in full force and effect until the expiration of the Term.

3.3 Upon the expiration of the Term, this Agreement shall automatically terminate, unless otherwise extended by mutual written agreement of the parties.

  1. GRANT OF SHARE OPTIONS:

4.1 Company hereby grants Counterparty the non-transferable and non-exclusive right to purchase Shares in accordance with the terms and conditions set forth in this Agreement.

4.2 Company hereby grants Counterparty the non-transferable and non-exclusive right to purchase [insert number of shares] Shares in accordance with the terms and conditions set forth in this Agreement.

4.3 The exercise price for each Share shall be £1 (GBP) per Share

  1. EXERCISE OF SHARE OPTIONS:

5.1 Counterparty may exercise the Share options by providing written notice to Company specifying the number of Shares to be purchased and the exercise price.

5.2 Payment for the purchased Shares shall be made within [number of days] days from the date of exercise, unless otherwise agreed upon by the parties.

5.3 Upon receipt of the exercise notice and full payment, Company shall promptly issue and deliver the purchased Shares to Counterparty.

  1. REPRESENTATIONS AND WARRANTIES:

6.1 Company represents and warrants to Counterparty that:

(a) It is a duly organized and validly existing company under the laws of XXX, ;

(b) It has the full power and authority to enter into and perform its obligations under this Agreement;

(c) The execution, delivery, and performance of this Agreement by Company does not violate any applicable law, regulation, or agreement to which it is a party.

6.2 Counterparty represents and warrants to Company that:

(a) It is a duly organized and validly existing company under the laws of XXX

(b) It has the full power and authority to enter into and perform its obligations under this Agreement;

(c) The execution, delivery, and performance of this Agreement by Counterparty does not violate any applicable law, regulation, or agreement to which it is a party.

  1. TAX CONSIDERATIONS:

7.1 Counterparty acknowledges that the grant, exercise, or sale of the share options may have tax implications. Counterparty shall be solely responsible for any taxes, including income taxes, associated with the share options and shall comply with all applicable tax laws and regulations.

  1. CHANGE OF CONTROL:

8.1 In the event of a change of control or acquisition of the Company, whether by merger, consolidation, sale of assets, or any other transaction resulting in a change of control, the treatment of the share options shall be as follows: [Specify treatment, such as acceleration, modification, or continuation of the options].

  1. TERMINATION:

9.1 Termination Events: This Agreement shall terminate upon the occurrence of any of the following events:

  1. a) Mutual written agreement of the parties.
  2. b) Expiry of the exercise period.
  3. c) The other party engages in any conduct or activity that has a material adverse effect on the value or reputation of the company;
  4. d) Termination by either party in the event of a material breach by the other party, subject to any cure periods as specified herein.
  5. e) In the event of termination, the terminating party shall be released from any further obligations under this Agreement, except for those obligations that expressly survive termination.
  6. f) Upon termination, any outstanding share options or rights granted under this Agreement shall become null and void, and the parties shall have no further rights or obligations with respect to such share options or rights.
  7. CONFIDENTIALITY AND NON-DISCLOSURE:

10.1 Confidentiality Obligations: Counterparty acknowledges that during the course of its participation in the Option, it may receive confidential information and trade secrets of Company. Counterparty agrees to maintain the confidentiality of such information and not disclose or use it for any purpose other than as expressly authorized by this Agreement or with the prior written consent of Company.

10.2 The obligations of confidentiality and non-disclosure shall survive the termination or expiration of this Agreement.

  1. INTELLECTUAL PROPERTY:

11.1 Counterparty acknowledges and agrees that all intellectual property rights of the Company, including but not limited to patents, trademarks, copyrights, trade secrets, and proprietary information, shall remain the exclusive property of the Company. Counterparty shall not disclose, share, license, or transfer any such intellectual property without the prior written consent of the Company.

  1. DISPUTE RESOLUTION:

12.1 Any disputes arising from this Agreement shall be resolved through arbitration in [City], England, under the rules of [Arbitration Institution]. The arbitrator(s) will render a final written award, binding both parties. The arbitration proceedings and related information shall remain confidential. Interim measures may be sought from a court. The agreement is governed by English law, and the courts of England have exclusive jurisdiction. Costs are determined by the arbitrator(s) or agreed upon by the parties. The parties waive their right to litigate, except for enforcement or interim measures.

  1. GOVERNING LAW AND JURISDICTION:

13.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

13.2 Any legal action or proceeding arising out of or relating to this Agreement shall be exclusively brought in the courts of England and Wales. Each party hereby consents to the jurisdiction of such courts and waives any objection it may have to venue or forum non conveniens.

  1. ENTIRE AGREEMENT:

14.1 This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, or understandings, whether oral or written, relating to such subject matter.

  1. SEVERABILITY:

15.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

  1. COUNTERPARTS:

16.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Company-to-Company Share Option Agreement as of the Effective Date.

SIGNED by the parties:                                            )

…………………………….                                                  ) _________________

(YOUR COMPANY NAME – COMPANY)                                Signature

Date: ……………………….

AND

………………………………..                                              )_________________

(COUNTERPARTY COMPANY NAME- COUNTERPARTY)        Signature

Date: ……………………….

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