Option to Purchase Agreement Template – Free Download 2026

This Option to Purchase Agreement ("Agreement") is entered into as of [____________] by and between [Owner Name] ("Owner") and [Optionee Name] ("Optionee"). In consideration of the option fee of $[____________] (the "Option Fee") paid by Optionee to Owner concurrently with the execution of this Agreement, the receipt and sufficiency of which Owner hereby acknowledges, Owner hereby grants to Optionee the exclusive and irrevocable option (the "Option") to purchase the real property located at [____________], [City], [State] [Zip], more particularly described in Exhibit A hereto, together with all improvements, fixtures, and appurtenances thereon (the "Property"), upon the terms and conditions set forth in this Agreement. The Option is personal to Optionee and may not be transferred or assigned without Owner's prior written consent.

The Option Fee [shall be applied in full toward the Purchase Price (as defined in Article II) upon Optionee's exercise of the Option / is non-refundable and shall be retained by Owner regardless of whether the Option is exercised, and shall not be credited toward the Purchase Price]. Optionee acknowledges that the Option Fee represents fair and adequate consideration for the Option, and that the Option is binding and irrevocable during the Option Period regardless of any change in market conditions, the Owner's financial circumstances, or any offer from a third party. Owner represents that the Property is not subject to any existing purchase agreement, right of first refusal, or other option that would conflict with or impair this Option.

Optionee may exercise the Option at any time during the period commencing on the date of this Agreement and expiring at [11:59 p.m. / 5:00 p.m.] on [____________] (the "Option Period"), by delivering written notice of exercise to Owner at the address set forth herein (the "Exercise Notice"). The Exercise Notice must be delivered by [certified mail, return receipt requested / personal delivery / overnight courier with confirmation of receipt] and shall be effective only upon actual receipt by Owner within the Option Period. Time is of the essence with respect to the delivery of the Exercise Notice. Facsimile or electronic transmission of the Exercise Notice shall [be / not be] effective unless followed by delivery of an original within [____] days.

The purchase price for the Property shall be $[____________] (the "Purchase Price"), [payable in full in cash at closing / subject to adjustment as follows: [____________]]. Upon timely exercise of the Option, the parties shall execute a [Purchase and Sale Agreement / Deposit Receipt and Agreement] in the form attached hereto as Exhibit B (the "Purchase Agreement") within [____] days of the Exercise Notice, with a closing date no later than [____] days following execution of the Purchase Agreement or [____________], whichever is earlier. Optionee shall deposit an earnest money deposit of $[____________] with [Escrow Agent / Title Company] within [____] days of exercise. All terms of the purchase and sale, including representations and warranties, title requirements, contingencies, and closing conditions, shall be governed by the Purchase Agreement.

Owner grants Optionee and its agents, employees, contractors, and authorized representatives a license to enter the Property during the Option Period, upon not less than [____] hours' prior notice to Owner, for the purpose of conducting inspections, surveys, tests, and studies, including environmental assessments, structural inspections, soil tests, and title examinations (collectively, "Inspections"). All Inspections shall be conducted at Optionee's sole cost and expense and shall not unreasonably interfere with Owner's use and enjoyment of the Property. Optionee shall promptly repair any damage caused by Inspections and shall indemnify Owner from claims arising from Optionee's entry onto the Property. Owner shall provide Optionee with copies of all available surveys, environmental reports, title documents, and government approvals in Owner's possession within [____] days of the date hereof.

Owner represents and warrants to Optionee that, as of the date of this Agreement: (a) Owner has fee simple title to the Property, subject only to the permitted exceptions listed in Exhibit C; (b) there are no pending or, to Owner's actual knowledge, threatened condemnation or eminent domain proceedings affecting the Property; (c) to Owner's actual knowledge, there are no violations of applicable zoning, building, or environmental laws with respect to the Property that have not been disclosed to Optionee in writing; (d) no leases, licenses, or occupancy agreements affecting the Property are in effect other than as disclosed in Exhibit D; and (e) Owner has received no written notice from any governmental authority of any proposed change in zoning or use restrictions affecting the Property.

If the Option is not exercised by delivery of the Exercise Notice to Owner on or before the expiration of the Option Period, the Option and this Agreement shall automatically expire and terminate, and all rights of Optionee hereunder shall cease and be of no further force or effect. Upon expiration, Optionee shall promptly execute and deliver to Owner a quitclaim deed or other instrument reasonably requested by Owner to confirm that Optionee has no interest in the Property, and any memorandum of option recorded by Optionee shall be released of record at Optionee's expense. Optionee's right to receive the Option Fee credit shall be extinguished upon expiration of the Option without exercise.

If Owner defaults in any material obligation under this Agreement, including by failing to sell the Property to Optionee upon timely exercise of the Option, Optionee shall be entitled to: (a) specific performance of Owner's obligation to convey the Property; (b) a refund of the Option Fee plus interest; (c) damages for all losses proximately caused by Owner's default; and (d) reimbursement of Optionee's reasonable attorneys' fees and costs incurred in enforcing this Agreement, to the extent permitted by applicable law. Owner acknowledges that the Property is unique and that monetary damages may not be an adequate remedy for Owner's default, and Owner waives any objection to Optionee's right to seek specific performance in a court of competent jurisdiction.