Right of First Refusal Agreement

{{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}} (the "Effective Date"), By and 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

{{holder_company_name}}, a company duly incorporated under the laws of {{holder_jurisdiction}}, with its principal place of business at {{holder_address}} (hereinafter referred to as "Holder").

Collectively, the Grantor and the Holder may be referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Grantor is the owner of certain shares/assets as more fully described in Schedule A attached hereto (the "Subject Shares/Assets");

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

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

GRANT OF RIGHT OF FIRST REFUSAL

The Grantor hereby grants to the Holder a right of first refusal to purchase the Subject Shares/Assets, or any portion thereof, at any time the Grantor receives a bona fide offer from a third party to purchase the Subject Shares/Assets (the "Third Party Offer").

NOTICE OF OFFER

Upon receipt of a Third Party Offer regarding the Subject Shares/Assets, the Grantor shall promptly provide written notice (the "Offer Notice") to the Holder. The Offer Notice shall include all material terms and conditions of the Third Party Offer, including but not limited to the identity of the third party offeror, the proposed purchase price, the payment terms, and any other relevant conditions.

EXERCISE OF RIGHT

The Holder shall have a period of {{response_period}} business days from the date of receipt of the Offer Notice (the "Response Period") to exercise its right of first refusal. To exercise this right, the Holder must provide written notice to the Grantor (the "Exercise Notice") of its acceptance of the terms and conditions of the Third Party Offer as presented in the Offer Notice. The Exercise Notice shall be unconditional.

CLOSING

If the Holder exercises its right of first refusal, the sale and purchase of the Subject Shares/Assets shall be completed on the same terms and conditions as those set forth in the Third Party Offer. The closing of such sale shall occur within {{closing_period}} business days from the date of the Exercise Notice, or such other date as mutually agreed upon by the Parties.

FAILURE TO EXERCISE

If the Holder does not deliver an Exercise Notice within the Response Period, or if the Holder delivers a notice declining to exercise its right, the Grantor shall be free to sell the Subject Shares/Assets to the third party offeror on terms and conditions no more favourable than those contained in the Third Party Offer. If the Grantor does not sell the Subject Shares/Assets to the third party within {{timeframe_to_sell}} days of the expiry of the Response Period, the Right of First Refusal shall revive and apply to any subsequent Third Party Offer.

GOVERNING LAW AND JURISDICTION

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

GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements. This Agreement may not be amended or modified except in writing signed by both Parties.

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

SIGNATURES

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

_____________________________

By: {{grantor_signatory_name}}

Title: {{grantor_signatory_title}}

For and on behalf of {{grantor_company_name}}

_____________________________

By: {{holder_signatory_name}}

Title: {{holder_signatory_title}}

For and on behalf of {{holder_company_name}}