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Right of First Refusal Form

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RIGHT OF FIRST REFUSAL TO PURCHASE REAL ESTATE

This Right of First Refusal to Purchase Real Estate is made on this, the day of , 20 , by and between , hereinafter referred to as the “SELLER” and , and his/her assigns, hereinafter referred to as the “PURCHASER”.

WHEREAS, Purchaser desires to obtain a right of first refusal or first option to purchase certain real estate owned by Seller; and

WHEREAS, Seller agrees to grant Purchaser a right of first refusal or first option to purchase real estate pursuant to the terms of this agreement; and

NOW, FOR AND IN CONSIDERATION of $ and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:

I.

GRANT OF FIRST OPTION: The Seller does hereby grant unto the Purchaser the exclusive and irrevocable right, during the term of this agreement, of first refusal and first option to purchase, upon the terms and conditions hereinafter set forth, Seller's property situated in County, , including without limitation the following described property together with all improvements located thereon:

See attached Exhibit "A"

II.

EXERCISE OF FIRST OPTION: This right of first refusal or first option to purchase may only be exercised by Purchaser within days from notification by Seller that Seller desires to sell the subject property. Seller is obligated to provide such notice to Purchaser prior to offering the subject property to a third party.

III.

TERMS OF PURCHASE: In the event Seller elects to sell and Purchaser desires to exercise his first refusal rights granted under the terms of this agreement, the terms of purchase shall be as follows:

a) $ cash payable at closing,

OR

b) $1.00 more than any bona fide offer to purchase received by Seller from any third party, whichever is higher.

IV.

TITLE: Within fifteen (15) days after the Purchaser has exercised his or her right of first refusal, the Seller shall deliver to the Purchaser a Certificate of Title or title abstract covering the property described in paragraph I above which shall reflect that marketable fee simple title to the subject property is vested in Seller and that same is insurable by a title insurance company licensed to do business in the State of . Said Certificate or abstract shall be subject only to taxes for the current year, easements, and rights of way of record, and prior mineral reservations. Should said Certificate or Abstract reflect any other exceptions to the title unacceptable to Purchaser, Purchaser shall notify the Seller in writing of any defects within fifteen (15) days (the title review period) and the Seller shall have a reasonable time (but not more than 25 days) in which to make the title good and marketable or insurable, and shall use due diligence in an effort to do so. If after using due diligence the Seller is unable to make the title acceptable to Purchaser within such reasonable time, it shall be the option of the Purchaser either to accept the title in its existing condition with no further obligation on the part of the Seller to correct any defect, or to cancel this Agreement. If this Agreement is thus cancelled, all money paid by the Purchaser to the Seller upon the execution of this Agreement or upon any extension shall be returned to the Purchaser, and this Agreement shall terminate without further obligation of either party to the other. If title is acceptable to Purchaser, the closing shall occur within fifteen (15) days after expiration of the "title review period". At closing Seller shall convey title to Purchaser by Warranty Deed subject only to exceptions acceptable to Purchaser.

V.

OPTION OR FIRST REFUSAL MONEY: Upon execution of this agreement, Purchaser has paid unto Seller the sum of $ as "First Refusal or Option Money". The Option Money shall not be deducted from the purchase price of the property and is paid to Seller as consideration for and to make this agreement valid.

VI.

TERM AND EXTENSION: The term of this agreement shall be years from that date hereof. This agreement may be extended for an additional years by Purchaser paying unto Seller, in cash, an additional sum of $ prior to the expiration of the initial term.

VII.

EXPENSES OF SALE: All costs and expenses of the sale including attorney's fees, recording fees, and any and other costs attributable to the preparation of the Warranty Deed, Title Certificate, abstract and any other closing documents shall be paid by purchaser.

VIII.

POSSESSION: Purchaser shall be entitled to possession of the property at closing.

IX.

RIGHT OF ENTRY: Upon notification by Seller of his or her desire to sell and Purchaser’s exercise of his or her first refusal, Purchaser shall be entitled to enter upon the property for the purpose of conducting soil tests, engineering studies, and surveys.

X.

TAXES: Taxes shall be prorated as of the date of closing.

XI.

DEFAULT: This contract shall be binding upon and inure to the benefit of the heirs, administrators and assigns of the parties hereto and upon default in any of the terms of this Agreement the defaulting party agrees to pay all costs of Court and a reasonable attorney's fee.

XII.

GOVERNING LAW: This agreement shall be governed by the laws of the State of .

IN WITNESS WHEREOF, the parties have executed this Agreement on this the day of , 20 .

SELLER

PURCHASER

STATE OF

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged that he/she signed and delivered the foregoing agreement on the day and year therein stated.

GIVEN under my hand and official seal this the day of , 20 .

____________________________________

NOTARY PUBLIC

My Commission Expires:

STATE OF

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged that he/she signed and delivered the foregoing agreement on the day and year therein stated.

GIVEN under my hand and official seal this the day of , 20 .

____________________________________

NOTARY PUBLIC

My Commission Expires:

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What a Right of First Refusal Form Is

A Right of First Refusal Form records an agreement that gives one party the first opportunity to buy, lease, or accept specified terms before the owner may offer the asset to others. Commonly attached to purchase agreements, leases, or shareholder transfer provisions, it specifies the asset, notice process, exercise window, price terms, and any exceptions. In the United States, these agreements are governed by contract law and may be executed electronically where ESIGN (15 U.S.C. ch. 96) and state UETA provisions apply, unless a statutory exception requires different handling.

Why this Form Matters for Prioritizing Purchase Rights

A clear Right of First Refusal Form preserves priority rights, reduces bidding disputes, and documents exact procedures for notice and exercise. It creates predictable timing and price mechanics that lower litigation risk and support enforceability under ESIGN and applicable state law.

Why this Form Matters for Prioritizing Purchase Rights

Who Typically Uses a Right of First Refusal Form

Common users include parties who want to protect purchase priority or transfer control without immediate sale.

  • Property owners and landlords seeking controlled transfer options for real estate.
  • Tenants or licensees who want a contractual chance to buy leased property.
  • Business owners, shareholders, or investors protecting internal transfer rights.

The form serves both commercial and personal transactions; select the variant and execution method that match the asset and jurisdiction.

Core Elements to Include in a Professional Form

A professional Right of First Refusal Form is precise, executable, and tailored to the transaction. Include clear definitions, timelines, notice mechanics, pricing, and remedies to avoid disputes and support enforceability.

Parties

Identify grantor and holder by full legal names and business entity type, including contact and mailing addresses for notices.

Asset Description

Describe the specific property, shares, or rights with sufficient detail to avoid ambiguity when determining what transfers trigger the right.

Notice Procedure

Specify how the owner must notify the holder, acceptable delivery methods, and any required supporting documents or offer terms.

Exercise Period

State the exact number of days or business-day formula for the holder to accept the offer and the expiration consequences of inaction.

Price and Terms

Set the purchase price or a formula for calculating it and define payment timing, deposits, and contingency conditions.

Exceptions and Transfers

List permitted transfers that do not trigger the ROFR, including intra-family transfers, mergers, or transfers to affiliates, with clear definitions.

Required Form Details at a Glance

Grantor Name: Full legal name
Holder Name: Full legal name
Asset: Specific description
Notice Method: Email, mail, or courier
Exercise Window: Days to accept
Governing Law: Named state

Step-by-Step: Completing and Executing the Form

Follow a concise sequence to prepare, sign, and distribute the Right of First Refusal Form to ensure timing and notice obligations are met.

  • 01
    Prepare Document: Draft with full parties and precise asset description.
  • 02
    Specify Terms: Set price formula, exceptions, and exercise window.
  • 03
    Sign and Authenticate: Execute with required signatures, notarization if needed.
  • 04
    Deliver Notice: Provide offer and proof of delivery to holder.

Configuring an Electronic Workflow for ROFR Forms

Set up an e-signature workflow that enforces field completion, records consent, and captures a detailed audit trail for the ROFR.

Field Configuration
Authentication Email link plus optional SMS code
Templates Save standard ROFR version for reuse
Conditional Fields Show price fields only when seller elects option
Notifications Auto reminders and receipt confirmations

Where to Send and File the Completed Form

Routing depends on asset type: send executed copies to parties, record copies if the ROFR affects real property, and retain audit logs for future disputes.

  • To the Holder: Deliver signed copy and offer materials.
  • To the Grantor: Retain an executed original in records.
  • County Recorder: Record only when instrument affects real property.
  • Title Company: Share when relevant to conveyancing or closing.

Sharing Options and Technical Requirements

Choose distribution methods that preserve evidence: certified delivery, e-sign with audit trail, and PDF/A archival for long-term retention.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Formats: PDF, DOCX, HTML
  • Authentication: Email, SMS code, KBA

Typical Deadlines and Timing Expectations

Right of First Refusal agreements rely on strict timing. Document numeric deadlines clearly and confirm how to count days and business days.

Exercise Window:

Commonly 15–60 days to accept the offer

Notice Response:

Holder must respond within stated exercise period

Recording Window:

If recorded, follow county recorder timelines

Statute Impacts:

Effective date affects limitation periods

Electronic Delivery:

Time of receipt may govern deadline calculations

Common Mistakes to Avoid

  • Vague asset descriptions that leave the trigger ambiguous and invite disputes.
  • Failing to specify exact notice method and acceptable delivery addresses or emails.
  • Missed calculation rules for the exercise period that result in unintended expiration.
  • Not documenting exceptions or permitted transfers, creating unintended transfer obligations.

Consequences and Legal Risks of an Incorrect Form

Unenforceable: May be ruled void
Litigation Costs: Potential significant fees
Loss of Priority: Third party can acquire asset
Contract Damages: Monetary liability risk
Tax Exposure: Reporting errors and withholding
Recording Issues: Title defects or conveyance delays

Comparing eSignature Pricing for ROFR Workflows

Platform pricing and feature availability affect cost and compliance when using e-signatures for Right of First Refusal documents; comparison below highlights common plan-level considerations.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Right of First Refusal Forms

Answers to common questions on execution, enforceability, electronic signing, and remedies to help avoid procedural mistakes.


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