Right of First Refusal Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal Agreement (hereinafter referred to as the "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}},

BETWEEN:

{{owner_company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, with its principal place of business at {{owner_company_address}} (hereinafter referred to as the "Grantor");

AND

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

RECITALS

WHEREAS, the Grantor is the legal and beneficial owner of certain assets/property described in Schedule A attached hereto (hereinafter referred to as the "Subject Matter");

WHEREAS, the Holder desires to obtain a right of first refusal to purchase the Subject Matter from the Grantor under the terms and conditions set forth herein.

GRANT OF RIGHT OF FIRST REFUSAL

The Grantor hereby grants to the Holder a first right of refusal to purchase the Subject Matter, or any part thereof, at such time as the Grantor desires to sell or transfer the Subject Matter to a third party (hereinafter referred to as the "Third Party Offeror").

NOTICE OF OFFER

If the Grantor receives a bona fide offer from a Third Party Offeror to purchase the Subject Matter, the Grantor shall immediately notify the Holder in writing (hereinafter referred to as the "Offer Notice"). The Offer Notice shall include all material terms and conditions of the Third Party Offer, including but not limited to the purchase price, payment terms, and closing date.

EXERCISE OF RIGHT

The Holder shall have {{number_of_days}} days from the date of receipt of the Offer Notice (hereinafter referred to as the "Refusal Period") to elect to purchase the Subject Matter on the same terms and conditions as those contained in the Third Party Offer. The Holder shall notify the Grantor in writing of its election to exercise its right of first refusal within the Refusal Period.

FAILURE TO EXERCISE

If the Holder fails to exercise its right of first refusal within the Refusal Period, the Grantor shall be free to sell the Subject Matter to the Third Party Offeror on the terms and conditions no more favorable than those contained in the Offer Notice. However, if the Grantor fails to sell the Subject Matter to the Third Party Offeror within {{number_of_months}} months after the expiration of the Refusal Period, the right of first refusal granted herein shall revive and apply to any subsequent offers.

CONSIDERATION

In consideration for the right of first refusal granted herein, the Holder shall pay the Grantor a non-refundable fee of {{consideration_amount}} upon the execution of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.

ENTIRE AGREEMENT

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.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GRANTOR:

_____________________________

{{owner_authorized_signatory_name}}

{{owner_authorized_signatory_title}}

HOLDER:

_____________________________

{{holder_authorized_signatory_name}}

{{holder_authorized_signatory_title}}