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Notice of Exercise of Right of First Refusal

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Notice by Lessee to Lessor of Exercise of Right of First Refusal

To:

Under the right of first refusal granted to me by Section of our Lease Agreement,

dated I do now exercise the option to purchase the Premises located at

for $ which I shall pay on or before

WITNESS my signature on this the day of , 20

(Signature of Lessee)

(Printed Name of Lessee)

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What a Notice of Exercise of Right of First Refusal Is

A Notice of Exercise of Right of First Refusal is a written communication used by a party holding a contractual right to match a third-party offer before the asset or interest is transferred. It formally notifies the offeror and relevant parties that the right holder elects to purchase or otherwise match the proposed terms. This notice typically references the triggering offer, the contract clause granting the right, the deadline for acceptance, and any conditions the holder requires. The document creates enforceable contract obligations when properly delivered and accepted under governing law.

Why a Clear, Timely Notice Matters

A precise and timely Notice protects contractual rights, preserves priority to purchase, and reduces dispute risk by documenting intent and timing under the agreement and applicable law such as the ESIGN Act and state UETA statutes.

Why a Clear, Timely Notice Matters

Typical Users and When They Act

Timely involvement from the correct party and proper delivery method reduces ambiguity and improves enforceability.

  • Property owners and sellers who must offer the asset to the ROFR holder before third-party transfer
  • Option holders or co-owners exercising contractual matching rights to buy or change ownership
  • Real estate brokers, in-house counsel, or outside attorneys facilitating formal delivery and recordkeeping

Step-by-Step: Serving the Notice

Follow a clear sequence to prepare, serve, and record the Notice to preserve rights and reduce disputes.

  • 01
    Review Contract: Confirm ROFR language, timelines, and required form of notice.
  • 02
    Confirm Offer: Attach or restate third-party offer details and supporting documents.
  • 03
    Prepare Notice: Complete fields precisely, include dates, and reference the contract clause.
  • 04
    Deliver and Record: Send by required method (email, certified mail, personal delivery) and retain proof of service.

Configuring an Online Workflow for This Notice

Set up a repeatable digital workflow to populate, route, and archive Notices while capturing audit data and signatures.

Field Configuration
Template Create a reusable template with required fields and conditional sections.
Signer Order Define role-based routing (holder first, seller second).
Authentication Use email + SMS or stronger methods for high-assurance signers.
Archive Settings Capture PDF/A signed copy and audit trail for retention.

How Electronic Delivery and Signing Typically Works

An eSubmission workflow reduces time and preserves evidence: upload, apply fields, route, authenticate signer, capture signature, and store the signed record.

  • Upload Document: Add the completed notice or template to the signing platform.
  • Place Fields: Insert signature, date, and conditional fields for acceptance.
  • Send to Signer: Deliver via email link or secure signing portal with authentication.
  • Capture Audit Trail: Record IP, timestamps, and actions to prove execution.

Delivery and Technical Considerations for eSubmission

Preserve signed PDFs and an immutable audit trail; select authentication strength consistent with the contract and any regulatory concerns.

  • Accepted Formats: PDF, DOCX, or HTML
  • Authentication Options: Email, SMS, KBA, or SSO
  • Integrations: CRM, document storage, and legal systems

Common Deadlines and Timing Expectations

Deadlines vary by contract; confirm the exact time and time zone. Typical practices and statutory references are noted below.

Receipt to Response Window:

Often 10–30 days from notice receipt; check the contract.

Acceptance Effective Date:

Effective date usually the date of acceptance or specified in contract.

Recordkeeping Start:

Start retention on execution date for federal retention rules.

Notary/RON Timing:

If notarization required, complete before the response deadline.

Escrow or Closing Dates:

Coordinate acceptance with any escrow or closing timelines in the offer.

Key Milestones from Offer to Close

Sequence the major milestones so parties understand windows for decision, acceptance, and closing events.

01

Offer Received

Third-party offer is delivered and triggers the ROFR clock.

02

Notice Prepared

Holder prepares and completes the Notice referencing the offer.

03

Notice Served

Deliver notice by required method and obtain proof of service.

04

Acceptance / Decline

Holder accepts or declines before the contract deadline; acceptance binds the parties.

Essential Elements of a Professional Notice

A well-constructed Notice reduces ambiguity and aligns with contract terms; include these six elements for clarity and enforceability.

Referencing Clause

Cite the exact ROFR clause and contract date so recipients can verify the contractual basis.

Offer Summary

Summarize price, material terms, contingencies, and the third-party identity to tie the notice to the triggering offer.

Acceptance Terms

State whether the holder accepts the offer as-is or conditions acceptance on modifications.

Deadlines

Specify the precise response deadline, time, and time zone to avoid misunderstandings.

Delivery Proof

Include proof of service details or attach courier/certified mail receipts or electronic delivery logs.

Signatures and Contact

Provide printed name, title, contact information, and signature with date for attribution.

Security and Compliance Points to Consider

Encryption: AES-256 at rest; TLS 1.2/1.3 in transit
Authentication: Email, SMS, KBA, SSO options
Audit Trail: Full timestamp and action log
HIPAA: BAA available when required
21 CFR Part 11: Supported for FDA-regulated records
Certifications: SOC 2 Type II and ISO 27001

Common Preparation Pitfalls to Avoid

  • Failing to quote the exact contract clause or date, which creates ambiguity about whether the ROFR was triggered.
  • Missing or unclear deadlines, including omitting time zone or hour, leading to disputed response timing.
  • Delivering notice by an unauthorized channel under the contract; some agreements require certified mail or personal delivery.
  • Submitting an acceptance that modifies the third-party offer materially, which can be treated as a counteroffer rather than an acceptance.

Consequences of an Incorrect or Late Notice

Lost Right: Forfeiture risk
Breach Claims: Contract damages
Closing Delays: Escrow complications
Litigation: Increased legal costs
Tax Exposure: Document timing impacts reporting
Reputational: Counterparty trust erosion

Real-World Examples and Customer Experience

These brief case references show how organizations manage Notices and execute ROFRs in practice.

Martin Properties

Local brokerage needed faster ROFR responses to close deals under tight timelines.

  • Used online templates and eSign to meet deadlines.
  • "I can process and execute all of these documents online with 100% compliance and built-in security," said Tim Martin, Founder, describing improved turnaround on property offers.

Optica Ventures LLC

A small investment firm faced multiple co-owner ROFRs across acquisitions.

  • Centralized templates and audit trails reduced disputes.
  • Brian Fitzgibbons, COO, noted the interface was simple for the team and easy for customers, improving clarity during closing.

Who Typically Signs and Approves the Notice

Holder — Title or Role

The ROFR holder or authorized signatory typically signs the notice; corporate entities should use an officer with authority and include title and printed name to ensure attribution and avoid later signature challenges.

Seller/Transferor — Title or Role

The seller or transferor often acknowledges receipt and coordinates acceptance logistics; if the contract requires seller signature, ensure signatory authority and attach proof of board or ownership approval if needed.

Frequently Asked Questions and Troubleshooting

Answers to common questions about enforceability, signing, delivery, and corrective steps when problems arise.


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