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A Put And Call Option Shareholders Agreement is primarily used when shareholders need to establish clear exit mechanisms and ownership transition procedures. Common in private companies and joint ventures under English and Welsh law, it provides certainty for both buyers and sellers by setting out detailed terms for share transfers, including pricing mechanisms, timing, and execution requirements. This agreement is particularly valuable for companies with complex ownership structures or where future ownership changes are anticipated. It combines both put options (right to sell) and call options (right to buy) in a single comprehensive framework, providing flexibility and protection for all parties involved.

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions and Interpretation: Key terms including Put Option, Call Option, Exercise Price, Exercise Period

4. Grant of Put Option: Terms under which shareholders can sell their shares

5. Grant of Call Option: Terms under which designated parties can purchase shares

6. Exercise Price: Methodology for determining share price and payment terms

7. Exercise Period: Timeframes within which options can be exercised

8. Completion Requirements: Process and requirements for completing the share transfer

9. Warranties and Representations: Standard warranties about share ownership and authority