Dear [INSERT],

Right of First Refusal

This Right of First Refusal to Purchase Agreement (“Agreement”) is made on [INSERT], by and between [INSERT], Grantor of the Right of First Refusal (“Owner”) and [INSERT], Receiver of Right of First Refusal (“Grantee”).

In consideration of the payment by the Grantee to the Owner of the sum $ 1 and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.       In the event that the Owner receives an offer (the “Offer”) from any person relative to the goods or property subject to this Agreement, described as [INSERT], which the Owner is prepared to accept, then the Owner shall forthwith send to the Grantee notice in writing of its desire or intention to sell the Offered Goods accompanied by a copy of the Offer.

2.      Upon receipt of notice in accordance with paragraph 1, the Grantee shall have only forty (40) days from the date of receipt within which to give the Owner notice (“Intent to Buy”) that it desires and agrees to so purchase the Offered Goods on the same terms and conditions as are contained in the Offer, provided that:

(a) if the Grantee shall have given an Intent to Buy, the Grantee shall purchase Offered Goods referred to in the Offer;

(b) if the Grantee shall not have given an Intent to Buy within the time provided, then the Grantee shall be deemed for all purposes to have refused to purchase the Offered Goods; and

(c) In the event that each Grantee elects not to purchase or is deemed to have refused to purchase the Offered Goods, then the Owner may accept the Offer and proceed to sell the Offered Goods, but only at the price and on and in accordance with the terms and conditions contained in the Offer provided that, if the transaction contemplated by the Offer is not completed within a period of forty (40) days after the expiration of the last day upon which the Grantee has the right to give an Intent to Buy, then the Owner shall not thereafter sell the Offered Goods unless and until it again complies with the provisions of this Agreement.

3.       Any transaction between the Owner and the Grantee effected pursuant to the provisions of this Agreement shall be completed not later than forty (40) days after which the Grantee has become obligated to purchase the Offered Goods.

4.   The rights granted to the Grantee under this Agreement are personal to the Grantee.  Accordingly, the Grantee may not sell, assign or otherwise transfer any of its rights under this Agreement without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld.

5. No Waiver.  The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

6. Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

7.   Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

8.   Signature [INSERT] acknowledges that [INSERT] has fully read and understood Agreement. By signing Agreement, [INSERT] agrees to the terms and conditions contained in it.

Signature: _____________________             Date:  _____________________

Title:   ________________________

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