Right of First Refusal Agreement

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{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}} ('Effective Date'),

BETWEEN:

{{grantor_company_name}}, a company duly incorporated under the laws of {{grantor_jurisdiction}}, with its principal place of business at {{grantor_address}} (hereinafter referred to as 'Grantor');

AND

{{grantee_company_name}}, a company duly incorporated under the laws of {{grantee_jurisdiction}}, with its principal place of business at {{grantee_address}} (hereinafter referred to as 'Grantee');

Grantor and Grantee are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.

RECITALS

WHEREAS, the Grantor owns certain assets/property described in Schedule A attached hereto ('Subject Assets');

WHEREAS, the Grantee desires to obtain a right of first refusal to purchase the Subject Assets under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF RIGHT OF FIRST REFUSAL

The Grantor hereby grants to the Grantee a right of first refusal ('RFR') to purchase the Subject Assets, or any part thereof, on the terms and conditions set forth in this Agreement. This RFR shall remain in full force and effect until such time as the Subject Assets are sold to the Grantee or to a third party in accordance with this Agreement, or until {{expiration_date}}, whichever occurs first.

2. NOTICE OF INTENDED SALE

If the Grantor receives a bona fide offer from a third party ('Third Party Offer') to purchase the Subject Assets that the Grantor is willing to accept, the Grantor shall provide written notice ('Offer Notice') to the Grantee. The Offer Notice shall include all material terms and conditions of the Third Party Offer, including but not limited to the purchase price ({{purchase_price}}), payment terms, closing date, and any other relevant conditions of the proposed sale.

3. EXERCISE OF RIGHT OF FIRST REFUSAL

Upon receipt of the Offer Notice, the Grantee shall have {{response_period}} days ('Response Period') to elect to purchase the Subject Assets on the same terms and conditions as set forth in the Third Party Offer. The Grantee shall provide written notice ('Election Notice') to the Grantor of its election to exercise or waive its RFR. Failure to provide an Election Notice within the Response Period shall be deemed a waiver of the RFR for that specific Third Party Offer.

4. CLOSING

If the Grantee elects to exercise its RFR, the closing of the sale of the Subject Assets to the Grantee shall take place on or before {{closing_date}}, or such other date as mutually agreed upon by the Parties. All costs associated with the transfer, including but not limited to legal fees, stamp duties, and registration fees, shall be borne by {{party_responsible_for_costs}}.

5. WAIVER AND SALE TO THIRD PARTY

If the Grantee waives its RFR or fails to exercise it within the Response Period, the Grantor shall be free to sell the Subject Assets to the third party on terms no more favorable than those offered in the Third Party Offer. If the Grantor does not close the sale with the third party within {{timeframe_after_waiver}} days of the expiration of the Response Period, or if there is a material change in the terms of the Third Party Offer, the Grantor shall be required to re-offer the Subject Assets to the Grantee under the terms of this Agreement.

6. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{dispute_resolution_jurisdiction}}.

7. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

GRANTOR:

_____________________________

By: {{grantor_signatory_name}}

Title: {{grantor_signatory_title}}

Date: {{date}}

GRANTEE:

_____________________________

By: {{grantee_signatory_name}}

Title: {{grantee_signatory_title}}

Date: {{date}}