Real Estate Right of Refusal Addendum

REAL ESTATE RIGHT OF REFUSAL ADDENDUM

Parties and Effective Date

This Right of Refusal Addendum ("Addendum") is made effective as of by and between Grantor (Owner): , and Holder (Beneficiary): .

Property Identification

Recitals

Grantor is the legal owner of the Property identified above. Holder desires the contractual right to be offered the opportunity to purchase the Property upon the terms set forth below prior to Grantor accepting an offer from a third party that results in an obligation to convey the Property (a "Triggering Sale"). This Addendum amends the underlying agreement between the parties as specified in the Integration clause below.

Grant of Right of First Refusal

Grantor hereby grants to Holder a right of first refusal to purchase the Property on the material terms of any bona fide third-party offer that Grantor intends to accept. The right granted hereunder obligates Grantor to give Holder written notice of the material terms of any offered purchase (the "Notice") and to allow Holder the opportunity to accept those terms in accordance with the procedures and time periods set forth in this Addendum.

Triggering Event; Notice

A Triggering Sale shall be deemed to occur when Grantor has received a written, unconditional offer from a third party that Grantor intends to accept and which would require Grantor to convey fee simple title or any controlling interest in the Property. Upon such event Grantor shall deliver written Notice to Holder containing a true and complete copy of the third-party offer, including the proposed purchase price, deposit amount, financing terms, any contingencies, and the proposed closing date.

Exercise Period and Method

Holder shall have days from receipt of the Notice to deliver to Grantor written notice of Holder's unconditional election to purchase the Property on the same terms and conditions set forth in the Notice (the "Exercise Notice"). The Exercise Notice must be signed by Holder and delivered in accordance with the Notices provision below.

Matching Terms and Financing

Holder's purchase shall be on the same material terms set forth in the Notice, including purchase price, earnest money deposit, and financing terms. If the third-party offer requires specific financing conditions that Holder cannot, in good faith, meet, Holder must notify Grantor within the Exercise Period with detailed factual basis for inability to meet such financing; Grantor may then proceed as set forth in Remedies below.

Closing; Earnest Money; Possession

If Holder timely delivers an Exercise Notice, closing shall occur no later than days after delivery of the Exercise Notice unless otherwise agreed in writing. Holder shall deposit earnest money in the amount of in accordance with the terms of the Notice. Possession shall be delivered in accordance with the terms of the Notice.

Failure to Exercise

If Holder fails to timely deliver an Exercise Notice, Grantor shall be free to proceed with the third-party transaction described in the Notice. If Grantor does not close with the third party within days after the date required by the third-party contract, the Right of First Refusal shall be reinstated and Grantor must re-offer the same material terms to Holder before accepting another third-party offer.

Exclusions and Permitted Transfers

The right granted by this Addendum shall not apply to the following transfers (check all that apply):

Transfer to Grantor's immediate family member(s)

Transfer to an entity controlled by Grantor (affiliate transfers)

Transfer by operation of law (estate, probate or death)

Any transfer subject to an exclusion above must be supported by documentation reasonably demonstrating that the transfer qualifies for the specified exclusion.

Assignment; Successors

Holder may not assign this right of first refusal except with prior written consent of Grantor, which consent shall not be unreasonably withheld. This Addendum shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Remedies and Specific Performance

The parties acknowledge that a breach of this Addendum may give rise to irreparable injury to the non-breaching party for which monetary damages are an inadequate remedy. Accordingly, in addition to other remedies, the non-breaching party shall be entitled to seek specific performance, injunctive relief, and any other available equitable relief. Remedies provided herein are cumulative and not exclusive.

Notices

All notices required or permitted hereunder shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below, or to such other address as a party designates in writing.

Integration; Governing Law; Recording

This Addendum supplements and amends, as applicable, the existing agreement between the parties concerning the Property. The governing law for interpretation and enforcement shall be the law of the state where the Property is located. Grantor agrees that this Addendum may be recorded against the Property as an encumbrance to provide notice of the Holder's rights.

Certification and Authority

The undersigned certify that they have the authority to enter into this Addendum on behalf of the respective parties and that the statements made herein are true and correct to the best of their knowledge. Each party acknowledges having had the opportunity to seek independent legal counsel prior to executing this Addendum.

Related Agreement Reference

Acknowledgements

Grantor and Holder acknowledge that they have read and understand all provisions of this Addendum, that they enter into it voluntarily, and that the terms are reasonable and enforceable.

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