Option Agreement to Purchase Assets

OPTION AGREEMENT FOR PURCHASE OF ASSETS

THIS AGREEMENT (this “Agreement”) is entered into as of _________, by and among _________________, a ___________ corporation (“Purchaser”), ______________, a ____________ corporation (the “Company”), and __________, __________and __________ (collectively the “Key Stockholders”).

RECITALS

On the terms and subject to the conditions of this Agreement, the Company desires to grant Purchaser an option to purchase all assets (tangible and intangible) of the Company in consideration of the Option Fee (as defined below), and Purchaser desires to obtain such option for such consideration on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged by the parties, Purchaser and the Company hereby agree as follows:

I.   DEFINITIONS AND INTERPRETATION

1. Definitions. Except as otherwise provided in this Agreement, capitalized terms used in this Agreement shall have the meanings given in Annex I.
2. Interpretation. Except as otherwise expressly provided, the rules of interpretation set forth in Annex I shall apply to this Agreement.
   
   

II. OPTION

1. Grant of Option. The Company irrevocably grants to Purchaser the sole and exclusive option (the “Option”), irrevocable until [date] , _____ to purchase on the terms set forth herein, all existing assets (tangible and intangible) of the Company, together with all assets hereafter acquired (collectively, the “Assets”), including but not limited to the following:
   
   

   1. [specific key asset]
   2. All trademarks, tradenames and other Intellectual Property rights;
   3. All benefits under Contracts;
   4. All accounts receivable;
   5. All computers, equipment, workstations, and other personal property;
   6. All rights to fees or royalties;
   7. All goodwill associated with business; and
   8. Any other assets, tangible or intangible, of the Company.
      
      
   The Purchaser has the option, at its discretion, to exclude from the purchase any particular Asset.
   
   
2. No Assumption of Liabilities. Purchaser shall not assume any liabilities or obligations of the Company. However, to the extent that the Purchaser determines, in its sole discretion, to accept the assignment of a contract of the Company, Purchaser agrees to be responsible for obligations under said contract accruing after the Closing.
   
   

3. Option Fee. The purchase price for the Option (the “Option Fee”) is $__________, payable in cash upon the execution of this Agreement.
   
   

4. Exercise of the Option. The Option may be exercised....