Legal Counter Offer Letter

LEGAL COUNTER OFFER LETTER

This Counter Offer Letter is made effective as of by and between Offeror Name: , with principal address at ("Offeror"), and Offeree Name: , with principal address at ("Offeree"). This Counter Offer Letter sets forth the counteroffer of Offeror and the terms on which Offeror is willing to proceed.

RECITALS

WHEREAS, Offeree delivered an initial written offer to Offeror dated (the "Initial Offer") proposing certain terms described therein; and

WHEREAS, Offeror is rejecting the Initial Offer except to the extent set forth in this Counter Offer and hereby proposes amended and substitute terms to the Initial Offer; and

WHEREAS, the parties desire to set forth their mutual understanding in this writing and to make clear the terms upon which Offeror is willing to proceed.

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

1. COUNTER OFFER TERMS

1.1 Counter Offer. Offeror hereby presents the following counteroffer (the "Counter Offer") to replace the Initial Offer in all respects: Purchase Price/Amount: $; Closing Date: ; Additional terms are set forth in Section 1.2 below.

1.2 Additional Terms. The parties agree that the Counter Offer includes the following substantive modifications to the Initial Offer: Deposit Amount: $ to be paid by Offeree to an escrow agent within business days after written acceptance; Closing to occur no later than . Any variation to these terms must be expressly agreed in writing.

2. ACCEPTANCE AND EXPIRATION

2.1 Method of Acceptance. This Counter Offer must be accepted by Offeree in writing, signed by an authorized representative of Offeree, and delivered to Offeror at the address designated in Section 7 below. Acceptance may be delivered in a signed paper form or by electronic transmission of a signed document, provided the transmitting party retains a copy reflecting the signature.

2.2 Expiration. This Counter Offer will expire without further notice if not accepted by at 5:00 p.m. local time. If not accepted by that deadline, Offeror's obligations under this Counter Offer are terminated and this Counter Offer shall be of no further force or effect.

3. DEPOSITS, ESCROW AND CLOSING

3.1 Deposit. The deposit specified in Section 1.2 shall be placed with Escrow Agent: , to be held in trust and disbursed only in accordance with the terms of this Counter Offer and any separate escrow agreement executed by the parties.

3.2 Closing. At Closing, the parties will execute and deliver all instruments reasonably necessary to effectuate the transaction described in this Counter Offer. Unless otherwise agreed in writing, Closing shall occur at the office of the Escrow Agent or such other place as the parties may mutually designate.

4. CONTINGENCIES

4.1 Contingencies. The obligations of Offeror under this Counter Offer are subject to the satisfaction or waiver, in writing, of the following contingencies prior to Closing:

Financing contingency requiring Offeree to obtain financing on terms acceptable to Offeree within days.

Inspection contingency permitting Offeree to complete inspections and terminate if material defects are discovered within days.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Counter Offer and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized; and (c) this Counter Offer constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

5.2 No Other Representations. Except as expressly set forth in this Counter Offer, no party makes any other representation or warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose.

6. NOTICES

6.1 Methods. All notices, requests, consents and other communications required or permitted under this Counter Offer must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic transmission with confirmed receipt.

7. MISCELLANEOUS PROVISIONS

7.1 Governing Law. This Counter Offer and any dispute arising out of or related to this Counter Offer shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

7.2 Entire Agreement. This Counter Offer constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

7.3 Amendment; Waiver. No amendment or modification of this Counter Offer will be effective unless in writing and signed by both parties. No waiver of any provision of this Counter Offer will be effective unless in writing and signed by the party against whom enforcement is sought.

7.4 Severability. If any provision of this Counter Offer is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect and will be construed so as to best effectuate the intent of the parties.

7.5 Assignment. Neither party may assign its rights or delegate its obligations under this Counter Offer without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

7.6 Counterparts. This Counter Offer may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

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