Waiver of Right of First Refusal

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}}

Website: {{website}}

WAIVER OF RIGHT OF FIRST REFUSAL

This Waiver of Right of First Refusal (the "Waiver") is made and entered into this {{day}} day of {{month}}, {{year}} (the "Effective Date"), by and between:

**{{waiving_party_name}}**, a company/individual duly incorporated/registered under the laws of {{waiving_party_jurisdiction}}, with its principal place of business/residence at {{waiving_party_address}} (the "Waiving Party"); and

**{{beneficiary_party_name}}**, a company/individual duly incorporated/registered under the laws of {{beneficiary_party_jurisdiction}}, with its principal place of business/residence at {{beneficiary_party_address}} (the "Beneficiary Party").

RECITALS

A. The Waiving Party is a party to that certain [Agreement Name, e.g., Shareholders Agreement, Sale Agreement] dated {{agreement_date}} (the "Original Agreement"), concerning [brief description of subject matter, e.g., the shares of {{subject_company_name}}, or the property located at {{property_address}}].

B. Pursuant to Clause {{relevant_clause_number}} of the Original Agreement, the Waiving Party holds a Right of First Refusal (the "RFR") regarding [specific asset or transaction, e.g., the sale and transfer of {{number_of_shares}} shares in {{subject_company_name}}, or the sale of the property located at {{property_address}}].

C. The Beneficiary Party proposes to [description of proposed transaction, e.g., acquire the aforementioned shares from {{selling_party_name}}, or purchase the aforementioned property from {{selling_party_name}}] (the "Proposed Transaction"), which would otherwise be subject to the Waiving Party's RFR.

D. The Waiving Party, after due consideration, has decided to waive its RFR with respect to the Proposed Transaction, subject to the terms and conditions set forth herein.

WAIVER

2.1. The Waiving Party hereby unconditionally and irrevocably waives its Right of First Refusal as set forth in Clause {{relevant_clause_number}} of the Original Agreement, solely with respect to the Proposed Transaction and any subsequent transactions directly related thereto. This Waiver shall not be construed as a waiver of the Waiving Party's RFR with respect to any other present or future transaction or event, or any other rights of the Waiving Party under the Original Agreement.

2.2. The Waiving Party acknowledges that it has been fully informed of the terms and conditions of the Proposed Transaction, including but not limited to, the identity of the proposed [buyer/transferee], the consideration for the [shares/property], and all other material terms.

REPRESENTATIONS AND WARRANTIES OF THE WAIVING PARTY

3.1. The Waiving Party represents and warrants to the Beneficiary Party that:

(a) It has the full right, power, and authority to execute and deliver this Waiver and to perform its obligations hereunder.

(b) The execution and delivery of this Waiver and the performance by the Waiving Party of its obligations contemplate herein have been duly authorised by all necessary corporate or other action.

(c) This Waiver constitutes a legal, valid and binding obligation of the Waiving Party, enforceable against it in accordance with its terms.

(d) The Waiving Party has not assigned, transferred, or otherwise encumbered its RFR, or any part thereof, to any third party.

INDEMNIFICATION

4.1. The Beneficiary Party agrees to indemnify and hold harmless the Waiving Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) arising out of or relating to any breach by the Beneficiary Party of its obligations hereunder.

GOVERNING LAW AND JURISDICTION

5.1. This Waiver shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

5.2. Any dispute arising out of or in connection with this Waiver, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{governing_jurisdiction}}.

GENERAL PROVISIONS

6.1. **Entire Agreement**: This Waiver 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.

6.2. **Amendments**: No amendment or modification of this Waiver shall be valid unless made in writing and signed by both parties hereto.

6.3. **Severability**: If any provision of this Waiver is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

6.4. **Counterparts**: This Waiver 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 Waiver as of the Effective Date.

_____________________________

**{{waiving_party_name}}**

By: _________________________

Name: {{waiving_party_signer_name}}

Title: {{waiving_party_signer_title}}

_____________________________

**{{beneficiary_party_name}}**

By: _________________________

Name: {{beneficiary_party_signer_name}}

Title: {{beneficiary_party_signer_title}}