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Call Option Shareholders Agreement
"I need a Call Option Shareholders Agreement for our tech startup where three founding members will have the right to purchase additional shares at a predetermined price of £50 per share during January 2025, with tag-along rights for minority shareholders."
1. Parties: Identification and details of all parties to the agreement including the option holder and the shareholders granting the option
2. Background: Context of the agreement, including company details and reason for granting the call option
3. Definitions: Definitions of key terms used throughout the agreement including 'Option Shares', 'Exercise Price', 'Exercise Period'
4. Grant of Option: Terms and conditions of the call option, including number of shares subject to the option
5. Exercise Period: Specification of the time period during which the option can be exercised and any conditions precedent
6. Exercise Price: Details of the price at which shares can be purchased and payment terms
7. Exercise Procedure: Step-by-step process for exercising the option, including notice requirements
8. Completion of Share Transfer: Process and obligations for completing the share transfer upon exercise
9. Representations and Warranties: Standard representations and warranties from all parties
10. Termination: Circumstances under which the option agreement can be terminated
11. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Tag-Along Rights: Rights of other shareholders to join in the sale when the option is exercised
2. Drag-Along Rights: Rights to force other shareholders to join in the sale upon option exercise
3. Anti-dilution Provisions: Protections against dilution of the option holder's rights through new share issues
4. Change of Control Provisions: Special provisions triggered by a change in control of the company
5. Restrictive Covenants: Non-compete and other restrictive covenants applicable to the parties
1. Schedule 1 - Share Details: Detailed description of the shares subject to the option, including class and rights
2. Schedule 2 - Form of Exercise Notice: Template notice to be used when exercising the option
3. Schedule 3 - Deed of Adherence: Form of deed for new shareholders to adhere to existing shareholders' agreement
4. Schedule 4 - Valuation Methodology: Agreed method for determining share value if not fixed
5. Schedule 5 - Existing Shareholders' Agreement: Copy of the current shareholders' agreement to which option holder will become party
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