Legal Reservation Form

LEGAL RESERVATION FORM

This Legal Reservation Form (the Agreement) is entered into as of by and between Provider: and Reserver: (each a Party and together the Parties).

RECITALS

WHEREAS, Provider represents that it has the authority to make available the following asset or offering for reservation: (the Property); and

WHEREAS, Reserver desires to secure a limited, exclusive right to negotiate and to acquire the Property for the period set forth herein upon payment of a reservation fee and subject to the terms and conditions of this Agreement; and

WHEREAS, Provider is willing to grant such limited reservation right on the terms and conditions contained in this Agreement.

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

1. DEFINITIONS

1.1 "Reservation Fee" means the amount paid by Reserver to Provider to secure the rights under this Agreement, as set forth in Section 3.
1.2 "Reservation Term" means the period commencing on and ending at 11:59 p.m. on , unless earlier terminated or extended in accordance with this Agreement.

2. RESERVATION GRANT

Provider hereby grants to Reserver, for the Reservation Term and subject to the terms and conditions of this Agreement, an exclusive, non-transferable right to negotiate and to exercise an option to acquire the Property. Provider shall not solicit or accept any other binding offers to sell, lease, or otherwise dispose of the Property during the Reservation Term, except as expressly permitted by Provider in writing.

3. RESERVATION FEE AND PAYMENT

3.1 Reservation Fee. Reserver shall pay a Reservation Fee of $ to Provider upon execution of this Agreement. Payment made on: .

3.2 Application of Fee. The Reservation Fee shall be applied to the purchase price at closing if Reserver validly exercises the option to acquire the Property. If the Reservation Fee is designated as refundable below, refund shall be subject to Section 6.

Refundable: (check if Reservation Fee is refundable in accordance with Section 6)

4. TERM AND EXTENSION

4.1 Term. The Reservation Term shall be as defined in Section 1.2. Reserver may request one extension of the Reservation Term for an additional days upon payment of an extension fee agreed in writing by the Parties.

4.2 Effect of Extension. An approved extension shall modify the Reservation Term only; all other terms and conditions of this Agreement shall remain in full force and effect.

5. OPTION TO ACQUIRE

5.1 Exercise. To exercise the option to acquire the Property, Reserver must deliver written notice to Provider prior to the expiration of the Reservation Term specifying intent to close and proposing a closing date no later than .

5.2 Purchase Price. The Parties anticipate a purchase price of $ subject to adjustment only as expressly set forth in a subsequent purchase agreement.

6. REFUND AND FORFEITURE

6.1 Forfeiture. If Reserver fails to timely exercise the option within the Reservation Term or breaches any material obligation under this Agreement, the Reservation Fee shall be forfeited to Provider as liquidated damages, unless otherwise agreed in writing.

6.2 Refund Terms. If refundable, refund shall be made by Provider to Reserver within days after termination of the Reservation Term, less any offsets permitted by this Agreement. Additional refund mechanics:

7. REPRESENTATIONS AND WARRANTIES

7.1 Provider represents and warrants that: (a) Provider has the full power and authority to enter into this Agreement and to grant the reservation described herein; (b) to Provider’s knowledge, there are no pending contracts or encumbrances that would prevent Provider from performing its obligations under this Agreement except as disclosed in writing to Reserver.

7.2 Reserver represents and warrants that: (a) Reserver has the capacity and authority to enter into this Agreement; and (b) payment of the Reservation Fee is not subject to any undisclosed financing contingency unless expressly set forth in writing.

8. COVENANTS

Each Party covenants to act in good faith and to cooperate reasonably to effectuate the purposes of this Agreement, including but not limited to executing any further documents necessary to effectuate a timely closing if the option to acquire is exercised.

9. CONFIDENTIALITY

Unless required by law, neither Party shall disclose the terms of this Agreement or any confidential information of the other Party to any third party without the other Party’s prior written consent; provided, however, that either Party may disclose such information to its legal or financial advisors who agree to maintain confidentiality.

10. NOTICES

Provider Notice Address

Reserver Notice Address

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party designates by notice to the other Party.

11. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party; provided, however, that Provider may assign to an affiliate or to a purchaser of the Property provided that such assignee assumes Provider’s obligations hereunder.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties: , without regard to conflict-of-law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing signed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. ADDITIONAL TERMS

Additional terms or special conditions applicable to this reservation (if any):

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