Option Alienation Agreement
Option
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This
(Public sample agreement outlines the standard terms and conditions for option assignments on the JetUP platform.
(For Reference Purposes Only)
This agreementAgreement (hereinafter -the "Agreement") is concludedentered betweeninto between:
JETUP LLC, a legal entity registered under the Seller,laws onof Georgia, with its registered office in Tbilisi, Georgia, acting as the oneplatform hand,operator (hereinafter the "Platform") and thetransferor Buyer, on(hereinafter the other"Transferor"),
and
the Acquirer, a natural or legal person (hereinafter the "Acquirer"),
collectively referred to as the "Parties,"Parties" usingand theindividually servicesas of the JETUP platform (hereinafter -a "Platform")Party", as follows:
1. Subject of the Agreement
1.1. The SellerTransferor undertakes to providetransfer, and the BuyerAcquirer undertakes to accept an option (hereinafter the "Option") in relation to a company available on the platform (hereinafter the "Company").
1.2. The Option IS NOT a security, share or stock in the Company, financial instrument or any other specially regulated object of rights.
1.3. The Option represents the right to enter into a share/stock purchase agreement for the Company in the future under the conditions specified in this Agreement.
1.4. Possession of the Option does not grant the holder the rights and obligations of a security, share or stockholder of the Company.
1.5. Exclusivity of the JETUP Platform
Critically Important Condition: The Parties acknowledge and unconditionally agree that any transactions with options, including the initial acquisition of options, subsequent transfer of option rights to third parties, pledging of options, division of options, inheritance of options, exercise of options, tokenization of options, and any other dispositive transactions, may be carried out EXCLUSIVELY through the JETUP platform with mandatory compliance with the rightprocedures established by the platform and completion of all required KYC/AML checks.
1.6. Non-Recognition of Transactions Outside the Platform
Any attempts to conduct transactions with options outside the JETUP platform, including oral agreements on rights transfers, written agreements concluded outside the platform, notarized transactions, court decisions on rights transfers (butexcept in cases expressly provided by law), actual transfers of control over options, are NOT RECOGNIZED by the Transferor and are NOT BINDING. The Transferor reserves the unconditional right not to recognize any option transactions conducted outside the obligation)JETUP platform, to purchaserefuse ato share/stocksexercise the option to persons claiming to have acquired rights outside the platform, not to compensate for any damages arising from attempts to circumvent the established procedure, and to block options for which unauthorized transfer attempts have been identified.
1.7. Recording System and Options Registry
The only reliable source of information about option rights is the electronic registry of the JETUP platform. The person indicated in the companyregistry [Company Name] (hereinafter - "Underlying Asset") onas the termsoption definedholder is recognized as such until corresponding changes are made through the platform. Any documents not confirmed by thisentries Agreementin (hereinafterthe -platform "Option").registry have no legal force in relations between the Parties.
2. Option Transfer Conditions
2.1.2. The BuyerTransferor undertakesconfirms tothat payat the Sellertime aof feeentering forinto providingthe Agreement, the Option (hereinafterdoes -not "Premium").
2.to third parties, its transfer is not prohibited or restricted by the Company's charter, the Option Terms
is 2.1.not Underlyingpledged, Asset:is [Descriptionnot ofunder thearrest, share/stocksis that arenot the subject of thelegal Option]proceedings and is not subject to any other encumbrances.
2.2. QuantityThe Acquirer may acquire any number of Options at their discretion within the limits established by the Platform.
2.3. The Option price and payment procedures are determined at the time of the Underlyingspecific Asset:transaction [Numberon ofthe shares/stocks]Platform and documented in the transaction confirmation.
2.3.4. Option Exercise Price: [Amount] per [unitIrrevocability of the Underlying Asset]
3. Premium and Payment Procedure
3.2. The total Premium amount under this Agreement is [Amount].
3.3. Payment of the Premium is made by the Buyer within [Number] days from theAfter conclusion of this Agreement by transferring digital accounting units to the Seller's account on the Platform.
4. Option Exercise Procedure
4.1. To exercise the Option, the Buyer sends a notification to the Seller through the Platform no later than the Option expiration date.
4.2. In case of Option exercise, the Seller undertakes to transfer the Underlying Asset to the Buyer within [Number] days from the receipt of notification of Option exercise and payment of the exerciseoption price.
4.3.the PaymentAcquirer has no right to unilateral withdrawal from the Agreement or its unilateral termination, claims for refund of paid amounts are not subject to satisfaction, references to changed circumstances are not accepted, the risk of market changes lies with the Acquirer. The paid option price is non-refundable under any circumstances, except for invalidity of the Optiontransaction exerciseon pricegrounds provided by law, impossibility of performance due to the Transferor's fault, or cases expressly provided for in this Agreement.
2.5. Mandatory Verification Procedures
The Acquirer is madeobligated to undergo complete identification procedures (KYC) and anti-money laundering compliance checks (AML), including provision of documents confirming identity, source of funds, tax status and absence of international sanctions. Refusal to undergo or failure to pass these procedures is grounds for refusing to conclude the Agreement without reimbursement of expenses incurred by the BuyerAcquirer.
2.6. transferringOption digitalValidity accountingPeriod
The Option is valid for the period established during the respective issuance. Upon expiration of this period, an unexercised option is automatically canceled without any compensation to the Seller'sAcquirer. accountThe onAcquirer assumes the Platform.
5.of Option Tokenization
5.1. The Buyer hasmissing the rightpresentation deadline and undertakes to tokenizeindependently themonitor acquiredits Option using the Platform's tools.expiration.
5.2. Option tokenization is carried out by the Buyer independently and at their own risk. The Seller and the Platform are not responsible for the consequences of Option tokenization.
5.
3. In case of transfer of the tokenized Option to a third party, the rights and obligations under this Agreement are transferred to the new token holder.
6. Rights and Obligations of the Parties
6.3.1. The SellerTransferor undertakes to:
ProvideTransfer theBuyer with complete and accurate information about the Underlying Asset.In case ofOptionexercise, transfer the Underlying Assetto theBuyerAcquirer in accordance with the terms of this Agreement.
3.1.1.
3.1.2.
6.3.1.3. Ensure the corresponding entry in the electronic registry of the JETUP platform.
3.1.4. Notify of material events affecting the possibility of exercising the Option.
3.2. The BuyerAcquirer undertakes to:
3.2.3. Use exclusively the JETUP platform for any transactions with the Option.
3.2.4. Provide truthful information about themselves and keep it current.
3.2.5. Not attempt to circumvent established restrictions.
3.2.6. Maintain confidentiality regarding received information.
3.2.7. Independently monitor news and announcements concerning the Option.
3.2.8. Bear all costs associated with compliance with tax legislation of their jurisdiction.
3.3. The PartiesPlatform haveundertakes otherto:
3.3.1. Provide technical capability for conclusion and bearperformance other obligations provided for by current legislation andof this Agreement.
7.
3.3.2. Ensure security and transparency of the transaction within its duties as an information intermediary.
3.3.3. Maintain the functionality of the options registry and ensure data security.
3.3.4. Conduct participant verification procedures in accordance with applicable law.
3.4. Rights Restrictions Before Option Exercise
Until the option is exercised and the share is received, the Acquirer is NOT a participant (shareholder) of the Company, a person with corporate rights in the Company, a creditor of the Company for monetary obligations; has NO right to participate in the Company's management, directly receive information about the Company's activities, receive dividends or other payments from the Company, make any claims against the Company, represent themselves as an investor or partner of the Company, use the Company's trademarks and trade name, interfere in the Company's operational activities. All rights of the Acquirer before option exercise exist exclusively in relation to the Transferor.
3.5. Risk of Mandatory Buyback
Critically Important Warning: The Acquirer is informed, understands and unconditionally accepts that the Company has the right to mandatory buyback of all issued options upon occurrence of certain circumstances, including material breach by the Transferor of agreements with the Company, threat to the Company's reputation or business, regulatory requirements, other grounds determined at the Company's discretion. Upon activation of the mandatory buyback right, all options are subject to mandatory buyback, refusal to participate in the buyback is impossible, the buyback price is determined unilaterally by the Company and may constitute 30% to 80% of the paid option price. The Acquirer acknowledges that the compensation amount may be substantially lower than the paid price, the Company is not obligated to justify the compensation amount, challenging the compensation amount is extremely difficult, the risk of losses from mandatory buyback lies with the Acquirer.
3.6. Representations and Warranties of the Acquirer
The Acquirer confirms and warrants that they: have carefully studied all risks of option acquisition, including the possibility of complete loss of investment, understand the speculative nature of the investment and are prepared for complete loss of invested funds, do not rely on any assurances about future profitability or guarantees of project success, have sufficient experience and knowledge to assess risks of this type of investment, have full legal capacity to enter into the Agreement and have obtained all necessary approvals, the information provided by them is truthful and complete, performance of the Agreement does not violate their obligations to third parties, have financial capacity to bear losses without damage to their financial position.
4. Option Tokenization
4.1. The Acquirer has the right to tokenize the acquired Option exclusively using instruments provided by the JETUP Platform, subject to compliance with all platform requirements and applicable law.
4.2. Option tokenization is carried out by the Acquirer independently and at their own risk. The Platform and Transferor are not liable for tokenization results and further use of the tokenized Option.
4.3. The tokenized Option is not a security and is not subject to securities market regulation.
4.4. All transactions with tokenized options must also occur exclusively through the JETUP platform or authorized partner platforms.
4.5. Upon tokenization, the Acquirer assumes additional technological and regulatory risks associated with the use of blockchain technologies.
5. Liability of the Parties and Limitations
7.5.1. For non-fulfillmentperformance or improper fulfillmentperformance of obligations under this Agreement, the Parties bear responsibilityliability in accordance with applicable Georgian law and the terms of this Agreement.
5.2. The Platform is not liable for the actions of the Parties under this Agreement and acts exclusively as an information intermediary.
5.3. Limitation of Transferor's Liability
The Transferor is NOT liable for: changes in the market value of the share in the Company or its depreciation to zero, deterioration of the Company's financial position, including bankruptcy or liquidation, market changes and decline in demand for the Company's products/services, decisions and actions of the Company's management, including reorganization or strategy change, activation of mandatory buyback rights and compensation amount for such buyback, actions of other investors or market participants, legislative changes affecting the Company's activities or options, losses from resale of the option at a low price or inability to sell it, negative tax consequences for the Acquirer, technical failures of the platform not related to gross negligence, actions of third parties, including hacker attacks, fraud or theft, force majeure circumstances, other consequences of the Acquirer's investment and commercial decisions.
5.4. Maximum Liability Amount
The Transferor's total liability for all grounds and claims is limited to the amount actually paid by the Acquirer for the option. This limitation does not apply in cases of intentional harm, gross negligence in option transfer, or breach of confidentiality.
5.5. Liability of the Acquirer
For breach of the terms of this Agreement, the Acquirer bears liability as follows: For providing false information: The Transferor may refuse to perform the Agreement without refund of paid amounts. For attempted transactions outside the JETUP platform: immediate blocking of all options without compensation, penalty of 200% of the option price in favor of the Transferor, prohibition from participation in future projects. For breach of confidentiality: compensation for reputational damages, penalty of 50% of the option price. Reimbursement of all costs for detection and prevention of violations.
6. Option Exercise
6.1. The right to demand option exercise arises for the Acquirer upon simultaneous fulfillment of the following conditions: receipt by the Transferor of actual ownership rights to the corresponding share in the Company, full payment of the option price, absence of obstacles to exercise, including sanctions restrictions, compliance with all requirements of applicable law.
6.2. The Transferor undertakes to notify all option holders of the occurrence of exercise conditions within 10 business days by publication on the JETUP platform and sending individual notifications.
6.3. The exercise procedure is carried out exclusively through the JETUP platform in compliance with established procedures. After receiving a properly formalized demand, the Transferor must ensure share transfer within 45 calendar days.
6.4. All costs for formalizing the transfer of ownership rights to the share, including notarial, registration and other fees, are borne by the Transferor.
7. Confidentiality and Data Protection
7.1. The Parties undertake to maintain confidentiality regarding the terms of this Agreement (except public information), each other's personal data, commercial information about the project and technical details of the platform.
7.2. Confidentiality obligations remain in effect for 5 years after termination of the Agreement.
7.3. The Acquirer consents to the processing of their personal data by the Platform and Transferor for the purpose of performing this Agreement and complying with legal requirements.
8. Force Majeure
8.1. Force majeure circumstances mean extraordinary and unavoidable circumstances under given conditions, including natural disasters, military actions, terrorist acts, epidemics, prohibitive acts of authorities, economic sanctions, massive communication system failures.
8.2. The Party affected by force majeure must immediately notify the other Parties and provide documentary evidence. During the force majeure period, performance of affected obligations is suspended and no penalties are charged.
8.3. If force majeure continues for more than 6 months, any Party may initiate negotiations to change terms or withdraw from the Agreement.
9. Dispute Resolution
9.1. This Agreement is governed by and shall be construed in accordance with the currentsubstantive legislation of Georgia and this Agreement.
7.2. In case of violation by the Seller of the obligation to transfer the Underlying Asset upon Option exercise, the Seller pays the Buyer a penalty in the amount of [0.1]% of the Option exercise price for each day of delay.
7.3. In case of violation by the Buyer of the Premium payment terms or the Option exercise price payment terms, the Buyer pays the Seller a penalty in the amount of [0.1]% of the unpaid amount for each day of delay.
8. Force Majeure
8.1. The Parties are released from liability for partial or complete non-fulfillment of obligations under this Agreement if this non-fulfillment was a consequence of force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary events that the Party could neither foresee nor prevent by reasonable measures.
8.2. Force majeure circumstances include events over which the Party cannot exert influence and for the occurrence of which it does not bear responsibility, for example: earthquake, flood, fire, as well as strike, government decrees or orders of state bodies.
9. Dispute Resolution
9.1. All disputes and disagreements that may arise between the Parties on issues not resolved in the text of this Agreement will be resolved through negotiations based on current legislation.
9.2. If unresolved during negotiations, disputed issues are resolved in court in the manner established by the current legislationlaw of Georgia.
9.2. Before applying to court, the Parties must comply with the pre-trial claim procedure for dispute resolution: sending a written claim stating requirements, response period - 30 calendar days. Failure to comply with the claim procedure is grounds for leaving the lawsuit without consideration.
9.3. If it is impossible to resolve the dispute through negotiations, it shall be submitted to the courts of Tbilisi or, by agreement of the parties, to international commercial arbitration.
10. Final Provisions
10.1. This Agreement enters into force fromupon receipt of payment and entry in the momentJETUP ofplatform its signing by both Partiesregistry and isremains validin effect until the completeParties fulfillmentfully ofperform obligationstheir by the Parties.obligations.
10.2. Any changes and additions to this Agreement are valid provided that they are madeonly in writingwritten andform signedwith bythe dulyconsent authorizedof representativesall Parties. Document exchange through the JETUP platform is equivalent to written form.
10.3. Recognition of individual provisions of the Parties.Agreement as invalid does not affect the validity of the remaining provisions.
10.3.4. The Acquirer may transfer their rights under the Agreement only in the manner provided for option transactions through the JETUP platform. The Transferor may transfer their rights and obligations only with written consent of the Platform.
10.5. All legally significant notifications are sent through the JETUP platform functionality (priority method) or to email addresses. Notifications are considered received: when sent through the platform - immediately, when sent by email - upon delivery to the recipient's server.
10.6. This Agreement is drawn upexecuted in twothree copies havingof the sameequal legal force, one copy for each ofParty and one for the Parties.Platform. The Agreement may be concluded electronically through the JETUP platform, which has full legal force.
10.4.7. In all other matters not provided for byin this Agreement, the Parties are guided by theapplicable currentGeorgian legislation of Georgialaw and theJETUP Platform rules.
Last updated: 01.05.09.2025