Counter Offer Agreement

COUNTER OFFER AGREEMENT

This Counter Offer Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Offeror"), and Counterparty Name: (the "Offeree"). Both Offeror and Offeree are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, on Original Offer Date: Offeror delivered an offer to Offeree (the "Original Offer") proposing terms described as Original Offer Terms: ;

WHEREAS, Offeree responded by issuing a counteroffer modifying certain material terms, including Counter Offer Amount: $, and other terms set forth herein; and

WHEREAS, the Parties desire to reduce their agreement upon the modified terms specified in this Agreement and to replace or modify the Original Offer to the extent set forth below.

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

1. COUNTER OFFER

1.1 Counter Offer Terms. The Parties agree that the Original Offer is hereby countered and amended as follows: Counter Offer Amount: $; New Closing Date: ; Additional material terms and conditions are described in Section 2 and Section 3 below.

2. ACCEPTANCE; EXPIRATION

2.1 Method of Acceptance. This counteroffer shall be accepted only by the execution of this Agreement by both Parties and delivery of a fully executed copy to the other Party in the manner set forth in Section 9 (Notices). Acceptance may be communicated by electronic transmission of a scanned signature page or by original signed counterpart.

2.2 Expiration. Unless earlier accepted in writing, this counteroffer will expire at Expiration Date and Time: at 11:59 p.m. local time on that date.

3. CONSIDERATION; DEPOSIT

3.1 Consideration. In consideration of the agreement of the Parties to the amended terms, Offeror shall deliver the consideration described as Consideration Description:

3.2 Deposit. Concurrent with acceptance, the following deposit shall be tendered: Deposit Amount: $ to be held in escrow on the terms agreed by the Parties.

4. CONDITIONS PRECEDENT

4.1 Each Party's obligations under this Agreement are subject to the satisfaction, at or prior to Closing, of the following conditions precedent unless expressly waived in writing by the Party for whose benefit such condition exists: (a) completion of any inspections described in Section 4.2; (b) receipt of any required third-party approvals; and (c) absence of any material adverse change in the subject matter of the transaction.

5. CLOSING; TRANSFER; COSTS

5.1 Closing. The closing of the transaction contemplated by this Agreement ("Closing") shall occur on Closing Date: at such place and time as the Parties may mutually designate in writing.

5.2 Closing Costs. Unless otherwise agreed, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and performance of this Agreement; provided, however, that customary transfer taxes, recording fees and escrow fees shall be paid as follows: Payment Allocation:

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

7. INDEMNIFICATION

7.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any and all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such Party's representations, warranties or covenants contained in this Agreement.

8. NOTICES

8.1 All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses and contact persons set forth below. Delivery shall be by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

9. AMENDMENTS; WAIVER

9.1 No amendment, modification or waiver of this Agreement shall be valid unless made in writing and executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege shall operate as a waiver thereof.

10. COUNTERPARTS

10.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic mail in PDF form, or other electronic means shall be deemed original signatures for all purposes.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

13.1 Headings are for convenience only and shall not affect interpretation. 13.2 The Parties acknowledge that they have had the opportunity to obtain independent legal advice with respect to this Agreement and that this Agreement shall be construed without any presumption against the drafting Party.

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