Form 4-28

Right of First Offer Agreement

Basic Information

Date:

Grantor:

Grantor’s Address:

Grantee:

Grantee’s Address:

Property:

Term:

A.Grant

A.1.Grantor grants to Grantee a right of first offer to acquire the Property.

A.2.During the Term, if Grantor wishes to sell the Property or any portion thereof or interest therein for any form of consideration, Grantor must give written notice to Grantee stating the complete terms of the proposed transfer, including the consideration, which must be stated as a cash purchase price.

A.3.Grantee will have the right to purchase the Property on the terms set forth in Grantor’s notice by giving written notice to Grantor within [thirty/[number]] days following the receipt of Grantor’s notice. If Grantee affirmatively exercises that right, the Property will be transferred to Grantee, and Grantee will pay to Grantor the consideration on the terms set forth in the notice from Grantor.

A.4.If Grantee does not affirmatively exercise its right within the [thirty/[number]]-day period, Grantor may transfer the Property to another party on the terms described in Grantor’s notice to Grantee within the [270/[number]]-day period following the expiration of the [thirty/[number]]-day period. If a transfer is not consummated within the [270/[number]]-day period, Grantor may not transfer the Property without again complying with the provi­sions of this Agreement. If Grantor wishes to effect a transfer on terms that are less favorable to Grantor than those described in Grantor’s notice, Grantor must repeat the process set forth in this Agreement by giving a new notice to Grantee setting forth the new terms. If Grantor timely consummates a transfer, this Agreement will automatically terminate when the Prop­erty is conveyed to another party.

A.5.The rights granted in this Agreement expire at the end of the Term.

B.Transfers by Gift, Devise, Descent, or Otherwise without Consideration

If the Property is transferred by gift, devise, descent, or another transaction that does not involve the payment of consideration in any form, the provisions of this Agreement will be fully binding on the person acquiring title to the Property in that transaction.

C.Recordation

Grantee may record this Agreement or a memorandum of this Agreement in the real property records of [county] County, Texas. Grantee will, on request, execute and record a release of this Agreement following its expiration or termination.

D.Assignment

Grantee [may/may not] assign its rights under this Agreement.

E.Notices

Any notice required or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipi­ent at the address shown in this Agreement. Notice may be also given by regular mail, per­sonal delivery, courier delivery, or email and will be effective when received. Any address for notice may be changed by written notice given as provided herein.

   
[Name of grantor]

   
[Name of grantee]