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Put Option

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0% found this document useful (0 votes)
28 views9 pages

Put Option

Uploaded by

t.korobkova
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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PUT OPTION AGREEMENT

This Put Option Agreement (the “Agreement”) is entered into on the ___ of ____ 2010 (the
“Execution Date”) by and between:

WHEREAS, pursuant to the [business development agreement] made on ………. (the “Business
Development Agreement”) between Issuer and Grantee, Grantee has agreed to provide financing
to the Group Companies (as defined below) for the purpose of business development;

WHEREAS, pursuant to the Business Development Agreement, Issuer has nominated the CEO’s
to be appointed to each of the Group Companies for the purpose of business management and
development and achievement of particular financial results;

WHEREAS, the Parties have agreed that, subject to the particular conditions set forth in the
Business Development Agreement, Grantee shall have the right to put all of the Company Shares
(as defined below) to Issuer or its designated entity or individual in exchange for cash (or
otherwise as may be agreed by the parties), upon terms and subject to the conditions of this
Agreement;

WHEREAS, the Parties confirm and acknowledge that the particular conditions have occurred
and particular financial results have not been achieved by the date of this Agreement as set forth
in the Business Development Agreement, resulting in the Grantee’s option right as described
above to be exercised under this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises of the parties
hereto, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1 TERMS AND DEFINITIONS

1.1. Capitalised terms used in this Agreement shall have the meanings set forth below:

Group Companies means all current and future subsidiaries of ……………………

Company means …………..B… Limited

Company Shares means


Business day means a day, not being a Saturday or a Sunday, on which banks are open for
business (including for dealings in foreign currency, deposits and exchange) in the countries of
jurisdiction of both Parties

1.2. In this Agreement, unless otherwise specified:

a. the headings in this Agreement are inserted for convenience only, a reference to a
specified Clause, Section or Schedule shall be construed as a reference to that specified
Clause, Section, or Schedule to, this Agreement;

b. the Schedules form part of this Agreement and shall have the same force and effect as if
expressly set out in the body of this Agreement, and any reference to this Agreement
shall include the Schedules;

c. a reference to (i) an amendment or to an agreement being amended includes a


supplement, variation, assignment, novation, restatement or re-enactment, and (ii) an
agreement shall be construed as a reference to such agreement as it may be amended
from time to time;

d. any reference to a provision of law, is a reference to that provision as from time to time
amended or re-enacted and includes any subordinate legislation;

e. “includes” and “including” mean (respectively) “includes without limitation” and


“including without limitation”;

f. references to one gender include both genders and references to the singular include the
plural and vice versa unless the context requires otherwise;

2 PUT OPTION

2.1. Grant of Option

Upon the terms and subject to the conditions of this Agreement, Party-1 hereby grants to
Investor an option (the “Option”) to require Party-1 or its designated entity or individual to
purchase from Investor all but not less than all the Company Shares indirectly held by Investor
on the Effective Date (as defined below).
2.2. Effectiveness

The Option shall become effective and exercisable on or after the 31st of December 2013 (the
“Effective Date”), unless an initial public offer, secondary public offer or private sale (as those
terms are defined in the Business Development Agreement) has been completed prior to such
date, but in any case shall expire on the 31st of December 2015.

2.3. Exercise of Option

Delivery of Put Notice. Investor may exercise the Option by delivering to Party-1, at the address
designated and in the manner described in Section 2, at any time on or after the Effective Date
written notice of such exercise (the “Put Notice”).

2.4. Put Notice

The Put Notice shall specify (i) the date on which the Option will be completed (the “ Put
Completion Date”), which may be no earlier than 10 business days following the date when the
Put Notice was delivered to Party-1; (ii) the amount of the Put Purchase Price (as defined
below); and (iii) the period within which the Put Purchase Price shall be paid by Party-1 or its
designated entity or individual, but not less than 6 months from the Put Completion Date.

2.5. Put Purchase Price

The aggregate purchase price for the Company Shares (the “Put Purchase Price”) to be
purchased by Party-1 or its designated entity or individual upon exercise of the Option shall be
determined subject to the conditions set forth in the Business Development Agreement as at the
Put Completion Date, and shall be stipulated in the relevant share sale and purchase agreement to
be made by the parties on the Put Completion Date, which determination shall be final and
binding on the parties hereto.

2.6. Payment of Put Purchase Price

The Put Purchase Price shall be payable within the time period and in the manner specified in the
share sale and purchase agreement to be made by the parties on the Put Completion Date.

It is agreed that at the Investor’s discretion any outstanding balance of the Put Purchase Price
may bear interest at the market rate at that time applicable in the jurisdiction of the Company
until payment in full and all accrued and unpaid interest thereon is made.

2.7. Put Completion Date


At the Put Completion Date, as indicated in the Put Notice, the parties shall execute the share
sale and purchase agreement (substantially in the form attached in Schedule I hereto), whereby
Party-1 or its designated entity or individual shall purchase, and Investor shall ensure that the
legal owner of the Company Shares shall sell, transfer and assign all right, title and interest
therein to Party-1 or its designated entity or individual, so that upon the period prescribed by the
share sale and purchase agreement, Party-1 or its designated entity or individual shall have full
an exclusive legal and beneficial right, title and interest in the Company Shares. For this purpose,
Party-1 undertakes to or ensure that its designated entity or individual executes and delivers all
and any documents and instruments contemplated by the said share sale and purchase agreement
within the time period and in the manner prescribed therein.

After the Put Completion Date the parties shall make all necessary actions required by the laws
so that to complete the transactions contemplated by this Agreement and by the share sale and
purchase agreement in due time and manner.

3 NOTICES

3.1. Any notice or other communication given pursuant to this Agreement must be in
writing and (a) delivered personally, (b) sent by facsimile transmission, (c) sent by email, or (d)
sent by registered mail, postage prepaid, as follows:

If to Party-1:

…………………………….

[address]

Phone:

Fax:

Email:

Attention of [name]

If to Investor:

…………………………….
[address]

Phone:

Fax:

Email:

Attention of [name]

3.2. All the notices and other communications required or permitted under this Agreement
that are addressed as provided in this Section will (a) if delivered personally or by courier, be
deemed given upon delivery; (b) if delivered by facsimile or email transmission, be deemed
given when electronically confirmed; and (c) if sent by registered mail, be deemed given when
received. Any Party from time to time may change its address for the purpose of notices to that
Party by giving a similar notice specifying a new address, but no such notice will be deemed to
have been given until it is actually received by the Party sought to be charged with the contents
thereof.

4 INDEMNITY

In the event of any breach by Party-1 of any representation, warranty, covenants or agreement
made or given by it in this Agreement, it undertakes to indemnify and hold harmless Investor to
the extent of any and all damages (including all losses, costs, damages, fines, fees, penalties, out-
of-pocket expenses under the applicable laws, fees and expenses of attorneys, accountants and
other expenses) suffered or incurred by Investor, resulting from or consequent upon or relating to
such breach of representation or warranty, covenant of agreement by Party-1.

5 MISCELLANEOUS

5.1. Interpretation

This Agreement supersedes any provisions stipulated in the Memorandum and Articles of
Association of the Company and all prior discussions and agreements (whether oral or written,
including all correspondence) among the Parties with respect to the subject matter of this
Agreement, and this Agreement contains sole and entire Agreement between the Parties hereto
with respect to the subject matter hereof.

5.2. Waivers
Any term or condition of this Agreement may be waived at any time by the party that is entitled
to the benefit thereof. Such waiver must be in writing and must be executed by an authorized
officer of such party. A waiver on one occasion will not be deemed to be a waiver of the same or
either under breach or non-fulfillment on a future occasion. All remedies, either under this
agreement, or by law or otherwise afforded, will be cumulative and not alternative.

5.3. Modifications

This Agreement may be modified or amended only by writing duly executed by or on behalf of
each of the parties.

5.4. Severability

If any provision of this Agreement is held be illegal, invalid, or unenforceable under any present
or future law, and if the rights or obligations under this Agreement of the parties will not be
materially and adversely affected thereby (a) such provision will be fully severable; (b) this
agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part hereof; and (c) the remaining provisions of the agreement will remain
in full force and effect and will not be affected by the illegal, invalid or unenforceable provision
or by its severance here from.

5.5. Assignment
This Agreement may not be transferred, assigned, or pledged by either Party, other than by
operation of law and except where otherwise specifically provided for herein. This Agreement
shall be binding upon and shall inure to the benefit of the Parties and their respective heirs,
executors, administrators, successors and permitted assigns.

5.6. Confidentiality
The parties hereby undertake to keep the existence and the terms and conditions of this
Agreement strictly confidential. Any disclosure may be made by either Party to third parties only
upon a prior written consent of the other Party.

5.7. Remedies
The Parties shall be entitled to all legal remedies available under the governing law of this
Agreement.

6 GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by the substantive laws of the jurisdiction of the Issuer. Any
dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by relevant courts of
the jurisdiction of the Issuer.

7 VALIDITY PERIOD AND TERMINATION

7.1. This Agreement shall become effective from the Execution Date and shall remain valid
until all the Company Shares have been legally transferred to the Grantee or its designated entity
or individual in accordance with the provisions hereof.

7.2. This Agreement can be terminated upon agreement of the Parties, and in other cases –
by court in accordance with the governing law.

8 COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, and thereby all of which shall constitute one and the same instrument. Facsimile or
electronic transmission of any signed counterpart by a party and facsimile or electronic re-
transmission of such signed counterpart by another party shall be the same as delivery of an
original signed by both parties.

IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first
above written.
On behalf of the Issuer

…………………………..

On behalf of the Grantee

…………………………..
SCHEDULE I

FORM OF SHARE SALE AND PURCHASE AGREEMENT

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