Legal Call Option Agreement

LEGAL CALL OPTION AGREEMENT

This Legal Call Option Agreement (the Agreement) is made as of by and between Optionor Name: (Optionor) and Optionee Name: (Optionee).

RECITALS

WHEREAS, Optionor is the lawful owner of the property and rights described as follows:

WHEREAS, Optionee desires to obtain and Optionor desires to grant to Optionee an exclusive option to purchase the Property upon the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties intend that the grant of the option constitute a binding and enforceable agreement governing the terms of exercise and closing of any purchase of the Property.

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. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Property" means the assets and interests described in the Property Description field above and any improvements, easements, rights and appurtenances thereto.

(b) "Option" means the exclusive right granted by Optionor to Optionee under Section 2 to purchase the Property on the terms set forth in this Agreement.

2. GRANT OF OPTION

Subject to the terms and conditions of this Agreement, Optionor hereby grants to Optionee, and Optionee accepts, an exclusive, irrevocable option to purchase the Property (the Option) during the Option Period (as defined in Section 3) for the Purchase Price specified in Section 4. The Option granted hereunder is personal to Optionee and may not be exercised by any other person except as expressly permitted by Section 9 (Assignment).

3. OPTION PERIOD

The Option shall commence on and shall expire at 11:59 p.m. on (the Option Period), unless earlier terminated in accordance with this Agreement.

4. PURCHASE PRICE AND PAYMENT

The Purchase Price for the Property upon exercise of the Option shall be $ (Purchase Price), payable in lawful funds as specified below.

(a) Option Consideration: Upon execution of this Agreement Optionee shall pay to Optionor the non-refundable option consideration in the amount of $, which shall be credited against the Purchase Price at Closing if the Option is validly exercised.

(b) Balance at Closing: The balance of the Purchase Price shall be paid at Closing by wire transfer of immediately available funds or by certified check, unless otherwise agreed in writing by the parties.

5. EXERCISE OF OPTION

(a) Manner of Exercise: The Option may be exercised only by written notice (Exercise Notice) delivered by Optionee to Optionor within the Option Period. The Exercise Notice shall state the intention to exercise the Option and specify a proposed Closing date not less than days after delivery of the Exercise Notice. Optionee's failure to timely deliver an Exercise Notice in strict compliance with this Section shall be deemed a failure to exercise the Option.

(b) Form and Delivery: The Exercise Notice shall be in writing and shall be delivered in accordance with Section 11 (Notices). Delivery by email is permitted only if accompanied by confirmed receipt and a follow-up hard copy by overnight courier.

6. CLOSING

(a) Closing Date and Place: The Closing shall occur on the date specified in the Exercise Notice, subject to Section 5(a), at the offices of the designated closing agent or escrow agent: , located at

(b) Deliveries at Closing: At Closing, Optionor shall deliver to Optionee a general warranty deed (or other appropriate instrument of transfer) conveying good and marketable title to the Property free and clear of all liens and encumbrances except those disclosed and accepted in writing by Optionee, and Optionee shall deliver the Purchase Price as provided in Section 4.

(c) Prorations and Adjustments: Real estate taxes, assessments, rents and other income and expenses relating to the Property shall be prorated as of the date of Closing in accordance with customary and commercially reasonable practices for similar transactions in the jurisdiction in which the Property is located.

7. REPRESENTATIONS AND WARRANTIES

Optionor represents and warrants to Optionee as of the date hereof and as of Closing that:

(a) Title: Optionor has good and marketable title to the Property, free and clear of all liens and encumbrances except those specifically disclosed in writing in the Title Exhibit attached hereto and made a part hereof.

(b) Authority: Optionor has full power and authority to enter into this Agreement and to grant the Option; the person executing this Agreement on behalf of Optionor is duly authorized to do so.

Optionee represents and warrants to Optionor that Optionee has the power and authority to enter into this Agreement and to perform its obligations hereunder.

8. COVENANTS

Optionor covenants that, during the Option Period, without Optionee's prior written consent, Optionor shall not convey, encumber, lease (for a term beginning prior to Closing), or otherwise transfer any interest in the Property which would materially impair Optionee's rights under this Agreement. Any permitted transfer shall be subject to the obligations herein and shall not relieve Optionor of its obligations under this Agreement.

9. ASSIGNMENT

Optionee may assign its rights under this Agreement only with the prior written consent of Optionor, not to be unreasonably withheld, provided that an assignee assumes in writing all obligations of Optionee hereunder. Any purported assignment in violation of this Section shall be void and of no force or effect.

10. DEFAULT AND REMEDIES

If Optionee validly exercises the Option and Optionor fails to close in accordance with the terms hereof, Optionee may seek specific performance or damages. If Optionee fails to exercise the Option within the Option Period or fails to timely close after valid exercise, Optionor's remedy shall be to retain the Option Consideration as liquidated damages, without prejudice to any other remedies available at law or in equity.

11. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses set forth below (or to such other address as either party may designate by notice to the other):

12. TAXES AND COSTS

All transfer taxes, documentary taxes, recording fees and other costs of transfer payable as a result of the transaction contemplated by the exercise of the Option shall be paid in accordance with customary local practice, unless otherwise agreed in writing. Each party shall bear its own costs and expenses incurred in connection with the negotiation and preparation of this Agreement.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties: without regard to that state's conflicts of laws principles.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, such determination shall not affect the validity, legality or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving such provision. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

18. ADDITIONAL PROVISIONS

The parties acknowledge that the remedies provided in this Agreement are cumulative and are not exclusive of any other remedies provided by law or in equity. Time is of the essence with respect to all dates set forth in this Agreement.

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