Option to Purchase a Business

Option to purchase a business holds open an offer upon consideration to the prospective purchaser.

Enter the name of the SELLER, referred to as SELLER, and Enter the name of the OPTION HOLDER, referred to as OPTION HOLDER, agree:

In consideration of $ Enter in numerals the amount paid for the option (Enter in numerals the amount paid for the option dollars), paid by OPTION HOLDER to SELLER, the receipt of which is acknowledged, the SELLER grants to OPTION HOLDER, the exclusive option to acquire the following business: Enter the trade name of the business, located at Enter the address of the business for a period of Enter number of months for option months.

Should the OPTION HOLDER exercise the option, the following assets will be conveyed to OPTION HOLDER by SELLER:

Enter assets to be purchased

OPTION HOLDER may exercise the option by written notice to SELLER, specifying a date for closing which shall be no more than Enter the maximum number of days between notice and closing days after the notice of intention to exercise.

The option price shall be $ Enter the purchase price of business in numerals (Enter the purchase price of business in numerals dollars) payable as follows:

Enter terms for purchase

If, prior to exercise of the option, or during the period between notice of intention to close and closing, any part of the business shall be destroyed or damaged by fire, theft or other peril, the option price shall be reduced in a sum sufficient to compensate OPTION HOLDER for the loss. In the event that there are insurance proceeds to reconstruct the loss and provide for business interruption loss, and SELLER assigns the same to OPTION HOLDER, or SELLER reconstructs the same prior to closing, no abatement of purchase price shall occur.

During the term of the option, the SELLER shall carry on the business in the usual and ordinary manner to and including the closing date of the sale, and will not enter into any agreements not in the ordinary course of its business. Further, SELLER shall not enter into any unusual agreements or make unusual commitments affecting the operation of the business, without prior approval of OPTION HOLDER.

In no event shall OPTION HOLDER cancel, alter or amend its obligations under the following agreements, nor shall it fail to perform the obligations related to the following agreements:

Enter agreements which may not be canceled

Include the following if part of the option price: will be credited to purchase price

If OPTION HOLDER exercises its right to purchase, then Enter per cent to be applied per cent of the option price shall be applied towards the purchase price.

Include the following if part of the option price: will not be credited to purchase price

No part of the consideration for the option shall be credited to the purchase price, and the sums paid for the option shall be fully earned by the SELLER upon payment.

Include the following if a broker: has not be used in transaction

The parties have negotiated this agreement between themselves, and there are no brokers or agents entitled to compensation. In the event that any brokers or agents seek compensation herein, the parties shall each indemnify the other from any damage, expense including counsel fees, which either may suffer as a result of the claim of a broker or agent, and the party who is determined to have breached this representation shall be responsible for payment of indemnity and the obligation to the broker or other agent.

Include the following if a broker: has been used in transaction

The parties acknowledge that Enter name of procuring broker acted as procuring broker herein, and that the broker shall be compensated by Broker will be paid by.

This writing accurately sets forth the agreement between the parties and this agreement may only be amended in writing signed by both parties.

Dated: ________________________

_____________________________________________________

Enter the name of the SELLER

_____________________________________________________

Enter the name of the OPTION HOLDER

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