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The Option To Purchase Shares Agreement is a crucial document in Indonesian corporate transactions, used to provide parties with the right to acquire company shares under specific conditions. This agreement is commonly utilized in various scenarios including employee incentive schemes, strategic investments, and corporate restructuring. Under Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies, such agreements must address specific regulatory requirements including foreign ownership restrictions, capital market regulations for public companies, and investment coordination board (BKPM) approvals. The document typically includes detailed provisions on exercise mechanics, pricing, timelines, and regulatory compliance, while also considering tax implications and corporate governance requirements. It's particularly relevant for companies seeking to attract talent, secure future investments, or establish strategic partnerships within the Indonesian business landscape.

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

2. Background: Context of the agreement, including description of the company and purpose of the option arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Option Shares', 'Exercise Price', 'Exercise Period', etc.

4. Grant of Option: Core terms of the option grant, including number of shares, type of shares, and any restrictions

5. Exercise Price: Specification of the price at which shares can be purchased and payment terms

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

7. Exercise Procedure: Detailed process for exercising the option, including notice requirements and completion mechanics

8. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority to enter into the agreement

9. Regulatory Compliance: Provisions ensuring compliance with Indonesian company law and investment regulations

10. Transferability: Restrictions or conditions on transferring the option rights

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 Indonesian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability