Option To Purchase Shares Agreement for Malta

Option To Purchase Shares Agreement Template for Malta

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Option To Purchase Shares Agreement

"I need an Option to Purchase Shares Agreement for my Malta-based tech startup, granting our lead developer the option to purchase 5% of company shares at a fixed price, exercisable between March 2025 and December 2025, with anti-dilution protection and confidentiality provisions."

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What is a Option To Purchase Shares Agreement?

The Option To Purchase Shares Agreement is a crucial instrument in corporate transactions under Maltese law, commonly used in business acquisitions, employee incentive schemes, and investment structuring. This document is particularly valuable when parties wish to secure future purchase rights while deferring the actual transfer of shares, whether for strategic, financial, or regulatory reasons. It must comply with Malta's Companies Act (Chapter 386) and relevant EU regulations, making it suitable for both domestic and cross-border transactions. The agreement typically includes detailed provisions on option exercise mechanics, price determination, conditions precedent, and regulatory compliance requirements, providing a robust framework for executing future share transfers within Malta's legal system.

What sections should be included in a Option To Purchase Shares Agreement?

1. Parties: Identification of the option grantor and grantee, including full legal names and addresses

2. Background: Context of the agreement, including details about the company whose shares are subject to the option

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Core terms of the option grant, including number of shares, class of shares, and whether it's a call or put option

5. Option Price: Details of the price at which the option can be exercised and any price adjustment mechanisms

6. Exercise Period: Timeframe during which the option can be exercised, including start and end dates

7. Exercise Procedure: Step-by-step process for exercising the option

8. Payment Terms: Terms and conditions for payment upon exercise of the option

9. Representations and Warranties: Statements of fact and assurances from both parties

10. Transferability: Provisions regarding whether and how the option rights can be transferred

11. Termination: Circumstances under which the option agreement can be terminated

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution formalities

What sections are optional to include in a Option To Purchase Shares Agreement?

1. Regulatory Compliance: Required for listed companies or when the option might be considered a financial instrument under Maltese law

2. Tag-Along Rights: Included when other shareholders should have the right to join in the sale

3. Drag-Along Rights: Included when the option holder should have the right to force other shareholders to join in the sale

4. Competition Restrictions: Required when there are concerns about competitive activities during the option period

5. Confidentiality: Included when specific confidentiality provisions are needed beyond standard corporate confidentiality

6. Tax Provisions: Detailed tax clauses when specific tax treatment or allocation is agreed upon

7. Right of First Refusal: Included when existing shareholders should have priority rights to purchase shares

8. Change of Control Provisions: Required when the option terms should be affected by changes in company control

What schedules should be included in a Option To Purchase Shares Agreement?

1. Share Details: Detailed description of the shares subject to the option, including class rights and any encumbrances

2. Company Information: Key company details including registration number, registered office, and share capital structure

3. Calculation of Option Price: Formula or methodology for calculating the option price, if complex

4. Form of Exercise Notice: Template notice to be used when exercising the option

5. Required Regulatory Approvals: List of necessary regulatory approvals and related requirements

6. Shareholders' Agreement: Copy or relevant excerpts of any existing shareholders' agreement affecting the option

7. Board Resolutions: Copies of relevant board resolutions approving the option grant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

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Chief Executive Officer

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Corporate Lawyer

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