right of first refusal assignment

Right of first refusal

Right of first refusal clause samples

1.3.5. Termination of Right of First Refusal. The rights contained in this Section1.3 shall be personal to the Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant and such Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant or such Permitted Transferee Assignee occupies the entire Premises as of the date of the attempted exercise of the right of first refusal by Tenant. The right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect to the First Refusal Space so offered by Landlord pursuant to the terms of this Section1.3. Tenant shall not have the right to lease any First Refusal Space pursuant to the terms of this Section1.3 in the event that less than two (2)years remains prior to the Lease Expiration Date; provided, however, to the extent Tenant then has an unexpired Lease Term renewal option pursuant to Section2.2 of this Lease, Tenant shall have the right to irrevocably exercise such renewal option simultaneously with Tenant’s exercise of its first refusal right hereunder in order to cause the Lease Expiration Date to occur more than two (2)years following the First Refusal Commencement Date. Tenant shall not have the right to lease First Refusal Space, as provided in this Section1.3, if, as of the date of the attempted exercise of any right of first refusal by Tenant, or, as of the scheduled date of delivery of such First Refusal Space to Tenant, Tenant is in default under this Lease beyond the applicable notice and cure period provided in this Lease or Tenant has previously been in default under this Lease (beyond any applicable notice and cure periods) more than once during the prior twelve (12)month period.

12/08/2020 (BioAtla, Inc.)

This agreement regulates the mechanics of sales and transfers of the Company's shares. The right of first refusal (Section 2.1) provides that where a shareholder proposes to transfer shares of the Company, the Company shall have a right of first refusal to purchase all or any portion of such shares that such shareholder may propose to transfer at the same price and on the same terms and conditions as those offered to the prospective transferee. The Major Shareholders shall have a secondary refusal right to purchase all or any portion of the shares proposed to be transferred not already purchased by the Company pursuant to their foregoing right of first refusal . The right of co-sale (Section 2.2) provides that where a founder elects to transfer their shares and they are not purchased pursuant to the right of first refusal above (or secondary refusal right, as applicable), each Major Shareholder may elect to exercise its right of co-sale and participate in the proposed share transfer on a pro-rata basis. Section 2.3 provides that a transfer of shares that is not made in compliance with the agreement shall be null and void, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Section 3 provides that the right of first (and secondary) refusal shall not apply to certain "exempt" transfers, which include: i) transfers among affiliates; ii) repurchases of shares by the Company; and iii) transfers for bona fide estate planning purposes. Section 3.3 prohibits the transfer of shares to a competitor of the Company. Section 5 provides a prohibition on the sale of the Company's shares for 180 days following the closing of a going public transaction.

05/04/2020 (Shackelford Pharma Inc.)

3.6Exclusion from Right of First Refusal. This Right of First Refusal shall not apply with respect to shares sold and to be sold by Eligible Investors pursuant to the Right of Co-Sale (set forth in Section4).

01/29/2021 (Experience Investment Corp.)

12.          Right of First Refusal. In the event this Agreement is terminated as a result of the Permit being terminated or revoked and BLADE is not otherwise in default of this Agreement, should APH relocate its business and operate a heliport elsewhere in Manhattan, APH agrees to work in good faith with BLADE to allow for the transfer of the Trailer to any such subsequent heliport location or for Blade to install an alternative facility consistent with the size and configuration of such subsequent heliport within the parameters of all governing permits, leases , and/or regulations. APH shall not enter into discussions or otherwise negotiate with any other FAR Part135 operator concerning the installation of a quasi-private and/or branded passenger lounge at any subsequent APH heliport location for the period of time between the termination of the Permit and April 15 of the same or subsequent year the Permit is terminated, whichever is sooner. If in the event any subsequent APH heliport has facilities for multiple quasi-private and/or branded passenger lounges, APH shall not offer any third party use of any such lounge that is substantially similar to BLADE’-s lounge in size and configuration on terms more favorable than those offered to BLADE, including rates on landing fees, unless such terms are also offered to BLADE upon reasonable prior notice.

(ii)Company’s Right of First Refusal. For a period of twenty (20) days (the “Initial Exercise Period”) after the date on which the Transfer Notice is delivered to the Company, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 6.11(ii). In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. Upon the earlier to occur of (a) the expiration of the Initial Exercise Period or (b) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares.

04/23/2019 (SeqLL, Inc.)

3.2Initial Exercise by the Eligible Investors. Subject to the limitations of this Section 3.2, concurrently with the Company, the Eligible Investors and their affiliated assignees have the Right of First Refusal to purchase all or any part of the Offered Stock; provided that each Eligible Investor so electing gives written notice of the exercise of such right to the Seller within the Initial Refusal Period. If the Seller has received written confirmation from the Company regarding its exercise of its Right First Refusal prior to the termination of the Initial Refusal Period, the shares for which the Eligible Investors may exercise their Rights of First Refusal shall be correspondingly reduced. To the extent that the Company elects not to purchase all of the Offered Stock, such remaining stock shall be allocated to the Eligible Investors (the “Remaining Shares”). To the extent that the aggregate number of shares that the Eligible Investors desire to purchase exceeds the Remaining Shares, each Eligible Investor will be entitled to purchase a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Eligible Investor on the date of the Transfer Notice and the denominator of which shall be the number of shares of Stock held by all Eligible Investors exercising their Right of First Refusal. Within five (5) days after the expiration of the Initial Refusal Period, the Seller will give written notice to the Company and each Eligible Investor specifying the number of shares of Offered Stock that was subscribed by the Eligible Investors exercising their Rights of First Refusal (the “Confirmation Notice”). The Confirmation Notice shall specify the number of shares to be purchased by the Company and those Eligible Investors who are exercising their Right of First Refusal. It shall also specify the number of shares not purchased, if any, under Sections 3 and 3.2 hereof and list each Participating Investor’s (as defined in Section 3.3 hereof) share of any Remaining Shares. This Right of First Refusal shall not apply with respect to Offered Stock sold by Eligible Investors under the Right of Co-Sale.

01/19/2017 (New Media Trader, Inc.)

(b) Right of First Refusal. The Award Agreement for an Option, Restricted Shares, RSUs or Unrestricted Shares, may include a provision whereby the Company or its designee may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the Shares received upon the exercise of the Award. Such right of first refusal shall be subject to the Repurchase Limitation. The Shares also shall be subject to whatever right of first refusal and other limitations that may exist in the Bylaws or other organizational documents of the Company.

05/10/2019 (Mohawk Group Holdings, Inc.)

4. RIGHT OF FIRST REFUSAL . Shares you acquire upon exercise of your Option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal described in the Company’s bylaws at such time, the right of first refusal described below will apply. The Company’s right of first refusal described below will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing Date”).

11.1Grant of Right of First Refusal. Except as provided in Section11.7 and Section16 below, in the event the Participant, the Participant’s legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the “Transfer Shares”) to any person or entity, including, without limitation, any shareholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section11 (the “Right of First Refusal”).

01/03/2020 (DermTech, Inc.)

11.4Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30)days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60)days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and consummate the purchase of the Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8)months following the date on which the Participant acquired the Transfer Shares upon exercise of the Option.

11.5Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section11.4 above, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90)days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section11.4. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section11.

11.8Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

11.9Early Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. A “public market” shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal.

(e)Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section10(d) above, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90)days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section10(d). The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section10.

(a) Right of First Refusal. In the event that the Founder proposes to sell, pledge or otherwise transfer to a third party any Acquired Shares, or any interest in Acquired Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Acquired Shares. If the Founder desires to transfer Acquired Shares, the Founder shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Acquired Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Founder and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Acquired Shares. The Company shall have the right to purchase all, and not less than all, of the Acquired Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b)below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

01/22/2018 (T-Mobile US, Inc.)

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Acquired Shares subject to this Section2 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Acquired Shares subject to this Section2.

(d) Termination of Right of First Refusal. Any other provision of this Section2 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Founder desires to transfer Acquired Shares, the Company shall have no Right of First Refusal, and the Founder shall have no obligation to comply with the procedures prescribed by Subsections (a)and (b) above.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section2.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7.

12/14/2020 (Stable Road Acquisition Corp.)

(d) Termination of Right of First Refusal. Any other provision of this Section 7 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the Company’s rights and obligations under this Section 7.

(b) Transfer Restrictions; Right of First Refusal. Before any Shares held by Participant or any transferee of Participant (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company shall have the right to approve such transfer, in its sole and absolute discretion. If the Holder would like to transfer any Shares, the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”), which the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b), (2) decline to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below), or (3) decline to exercise its Right of First Refusal and reject any transfer of the Shares.

(ii) Exercise of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to reject the proposed transfer, in full or in part, or elect to purchase any or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Transfer Purchase Price, provided that if the Transfer Purchase Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in good faith by the Company. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Company in good faith.

(a) Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company shall first, to the extent the Company’s approval is required by the Plan or any applicable Bylaw Provisions, have the right to approve such sale or transfer, in full or in part, and shall then have the right to purchase all or any part of the Shares proposed to be sold or transferred, in each case, in its sole and absolute discretion (the “Right of First Refusal”). If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with a Notice (as defined below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on the same terms and conditions set forth in this Section3(a). The Company may either (1)exercise its Right of First Refusal in full or in part and purchase such Shares pursuant to this Section3(a), (2)decline to exercise its Right of First Refusal in full or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part or (3)decline to exercise its Right of First Refusal in full or in part and, to the extent the Company’s approval is required by the Plan or any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part.

(d) Termination of Right of First Refusal. Any other provision of this Section2 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Purchaser desires to transfer Purchased Shares, the Company shall have no Right of First Refusal, and the Purchaser shall have no obligation to comply with the procedures prescribed by Subsections(a) and (b) above.

12/19/2017 (EYENOVIA, INC.)

(f) Waiver of Right of First Refusal. The provisions of this bylaw may be waived with respect to any transfer either by the corporation upon duly authorized action of the Board of Directors or by its Compensation Committee.

02/26/2021 (UiPath, Inc.)

(h) Termination of Right of First Refusal. The foregoing right of first refusal shall terminate upon the date of consummation of the corporation’s first firm commitment underwritten public offering of its common stock registered under the Securities Act of 1933, as amended.

(c)Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section8.

(d)Termination of Right of First Refusal. Any other provision of this Section8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections(a) and (b)above.

(g)Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the Company’s rights and obligations under this Section7.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section7 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section7.

9.1 Grant of Right of First Refusal. Except as provided in Section9.7, in the event the Participant, the Participant’s legal representative, or other holder of shares acquired upon settlement of the Award proposes to sell, exchange, transfer, pledge, or otherwise dispose of any such shares (the “Transfer Shares”) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section (the “Right of First Refusal”).

05/23/2018 (Lovesac Co)

9.4 Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and consummate the purchase of the Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8) months following the date on which the Participant acquired the Transfer Shares.

9.5 Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section9.4, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section9.4. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section.

11.4 Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled.

10/11/2019 (Direct Communication Solutions, Inc.)

11.9 Early Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. A “public market” shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal or the Canadian Securities Exchange.

(n)Right of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Except as expressly provided in this Section5(n) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of the Company.

02/04/2021 (Apex Technology Acquisition Corp)

03/30/2017 (SHOTSPOTTER, INC)

B. Exercise of Right of First Refusal. At any time within thirty(30) days after receipt of the Notice, the Company and/or its assignee(s)may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsectionC below.

07/08/2019 (Blockstack Inc.)

G. Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i)the first sale of Common Stock of the Company to the general public, or (ii)a Change in Control in which the successor corporation has equity securities that are publicly traded.

(n) Right of First Refusal. The Option may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the Units received upon the exercise of the Option. Such right of first refusal will be subject to the Repurchase Limitation in Section8(k). Except as expressly provided in this Section5(n)or in the Option Agreement, such right of first refusal will otherwise comply with any applicable provisions of the LLC Agreement.

10. RIGHT OF FIRST REFUSAL . Units that you acquire under your Award are subject to any right of first refusal that may be described in the LLC Agreement at such time the Company elects to exercise its right.

3.6 Exclusion from Right of First Refusal. This Right of First Refusal shall not apply with respect to shares sold and to be sold by Eligible Investors pursuant to the Right of Co-Sale (set forth in Section 4).

B. Exercise of Right of First Refusal. At any time within 30 days after receipt of the Holder's notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance with Section 4.C.

06/05/2018 (HyperSciences, Inc.)

(b) Company’s Right of First Refusal. The Company shall have an option for a period of [***] from Delivery of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Company may exercise such purchase option and purchase all or any portion of the Offered Shares by notifying the Selling Common Holder in writing before expiration of such [***] period as to the number of such shares that it wishes to purchase. If the Company gives the Selling Common Holder notice that it desires to purchase such shares, then payment for the Offered Shares shall be made by check or wire transfer against delivery of the Offered Shares to be purchased at a time and place agreed upon between the parties, which time shall be no later than [***] after Delivery to the Company of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of the consideration to be paid for the Offered Shares has not yet been established pursuant to Section2.1(e)(ii). If the Company fails to purchase any or all of the Offered Shares by exercising the option granted in this Section2.1(b) within the period provided, the remaining Offered Shares shall be subject to the options granted to the Holders pursuant to Section2.1(c)-(d).

10/27/2020 (PureTech Health plc)

(c)Exercise of Right of First Refusal. The Company shall have the right to purchase all, but not less than all, of the Exercise Shares at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30)days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company’s ability to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by any other person with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Exercise Shares to the Company on the terms set forth in the Transfer Notice; provided however, that if the Transfer Notice provides for the payment for the Exercise Shares other than in cash, the Company shall have the option of paying for the Exercise Shares by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Board. For purposes of the foregoing, cancellation of any indebtedness of the Participant to the Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest cancelled.

10/19/2018 (PRECISION BIOSCIENCES INC)

(d) Failure to Exercise Right of First Refusal. If the Company fails to exercise such Right of First Refusal, the Participant may conclude a transfer to the Proposed Transferee of the Exercise Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than three (3)months following expiration of the forty-five (45)day Right of First Refusal period provided in Section5(c). Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, also shall be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section5.

(f) Transfers Not Subject to the Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the Exercise Shares if: (i)such transfer is in connection with a Change in Control; (ii)such transfer is to one or more members of the Participant’s immediate family (or a trust for their benefit) provided all such transferees agree in writing to the restrictions of Section5(f); or (iii)such transfer has been expressly approved by the Board, which approval may be granted or withheld in its sole discretion.

(g) Assignment of the Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time.

4.Deletion of Right of First Refusal.As of the date hereof, Section 1.3 of the Lease is deleted in its entirety and shall be of no further force or effect, such Section 1.3 being replaced in its entirety by Section 5 of this First Amendment, below.

05/08/2020 (ACADIA PHARMACEUTICALS INC)

5.Right of First Refusal.As of the date hereof, Landlord hereby grants to the Tenant originally named herein (the "Original Tenant") and its Permitted Transferee Assignee a one-time right of first refusal (the "Right of First Refusal") with respect to the space comprised of (i)the entire rentable area of […***…], and (ii)the entire rentable area of the […***…], whenever either such space first becomes available following the […***…] herein below (collectively, and as applicable, the "First Refusal Space").The parties hereby acknowledge and agree that as of the date of the Lease, the […***…] of the First Refusal Space is subject to a […***…].The applicability of such Right of First Refusal to (a)such […***…] of First Refusal Space shall be […***…], regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease, and (b)such […***…] of the First Refusal Space shall be subordinate to all rights of (1)the […***…] of the First Refusal Space, and (2)with respect to the […***…] of the First Refusal Space, any tenants under (x)[…***…], or (y)[…***…] Lease Commencement Date to the extent ultimately […***…] following such Lease Commencement Date, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (all such tenants under (a) and (b) are collectively, and as applicable to the corresponding First Refusal Space, the "Superior Right Holders").Each such Right of First Refusal shall be on the terms and conditions set forth in this Section5.

5.3.Amendment to Lease.If Tenant timely exercises its Right of First Refusal to lease either alternative component of the First Refusal Space as set forth herein, Landlord and Tenant shall […***…] execute an amendment to the Lease, as amended (a "First Refusal Space Amendment"), for the corresponding First Refusal Space upon the Economic Terms set forth in the First Refusal Notice, including, but not limited to rent (the "First Refusal Space Rent"), but otherwise upon the TCCs set forth in the Lease, as hereby amended.Notwithstanding the foregoing, Landlord may, at its sole option, require that a separate lease be executed by Landlord and Tenant in connection with Tenant's lease of the applicable First Refusal Space, in which event such lease (a "First Refusal Space Lease") shall be upon on the Economic Terms and other approved conditions applicable to the First Refusal Space and otherwise on the same TCCs as the Lease, as amended, except as provided in the Lease, as hereby amended, to the contrary.The First Refusal Space Lease, if applicable, shall be executed by Landlord and Tenant within […***…] following Tenant's exercise of its Right of First Refusal.Notwithstanding the foregoing documentation obligations, Landlord and Tenant hereby acknowledge and agree that Tenant's timely delivery of the Election Notice shall, in and of itself, conclusively establish Tenant's obligation to lease the subject First Refusal Space on the express TCCs set forth in the corresponding First Refusal Notice (i.e., upon on the Economic Terms and other approved conditions applicable to the First Refusal Space and otherwise on the same TCCs as the Lease, as amended hereby), subject to a Rescission Notice pursuant to Section 5.2 above.

11.7 Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. In addition, notwithstanding anything to the contrary contained in this Section11 or the Plan, the transfer of any or all of the shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to Participant’s Immediate Family or a trust for the benefit of Participant’s Immediate Family shall be exempt from the provisions of this Section11. “Immediate Family” as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents), father, mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships. In such case, the transferee or other recipient shall receive and hold the shares so transferred subject to the provisions of this Section11, and there shall be no further transfer of such shares except in accordance with the terms of this Section11.

02/07/2020 (Conatus Pharmaceuticals Inc.)

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section10 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section10.

09/10/2020 (DoorDash Inc)

5.2 Exercise of Right of First Refusal. At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price determined in accordance with Section 5.3 below.

08/31/2020 (BeBop Channel Corp)

5.7 Termination of Right of First Refusal. The Right of First Refusal will terminate as to all Shares (a) on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the 1933 Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (b) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended.

6.2 Encumbrance on Shares. Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights to the Shares from and after the date that Purchaser delivers payment of the Purchase Price until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of First Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.

11.5Assignments; Successors and Assigns. The Company may assign any of its rights and obligations under this Agreement, including but not limited to its right to repurchase Shares under the Right of First Refusal. Any assignment of rights and obligations by any other party to this Agreement requires the Company’s prior written consent. This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

Table of Contents shareholders party to the Shareholders’ Agreement, who shall have the right of first refusal . To the extent such shareholders do not exercise their right of first refusal , they will have tag along rights that require XP Controle, Itaú and/or GA Bermuda, as applicable, to include all the shares held by them in the offered shares to be sold to the Certified Buyer, at the same price per share and under the same terms and conditions.

12/02/2019 (XP Inc.)

4.3. Offered Shareholders’ Offers. The offer contained in the Notice of Answer shall be firm, irrevocable and irreversible, and may be conditioned only to the need of obtaining regulatory approvals, including the BACEN Approval and the CADE Approval, as applicable. In case more than one Offered Shareholder timely exercise the Right of First Refusal, the Offered Shares shall be sold, free and clear of any Liens, to the Offered Shareholders exercising the Right of First Refusal proportionally to their respective interests in the share capital of the Company, excluding the interests held by the Offering Shareholder and by those Offered Shareholders who have not exercised the Right of First Refusal. In case the Certified Buyer is also a Shareholder, the Offered Shares shall be Transferred to those Offered Shareholders that exercised their Right of First Refusal and to the Certified Buyer proportionally to their respective interests in the total share capital of the Company, excluding the interests held by the other Shareholders.

5.1.1. The Tag Along Right provided in this CHAPTER V shall only benefit and be exercisable by Itaú in case of a Transfer of the Company’s Control. For the avoidance of doubt, the Tag Along Right of Itaú shall be preserved in case of a Transfer of the Company’s Control in which Itaú cannot exercise its Right of First Refusal. Therefore, even in this case, XP Controle (as the Offering Shareholder) shall deliver to Itaú the Notice of Right of First Refusal (even if Itaú is not entitled to exercise the Right of First Refusal), under the terms of Clause 4.1, to guarantee to Itaú the possibility to deliver its Notice of Tag Along, as provided in Clause 5.2.

(o) Right of First Refusal. Subject to the “Repurchase Limitation” in Section8(m), the Option or SAR may include a term whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Except as otherwise provided in this Section5(o) or in the applicable Stock Award Agreement, a right of first refusal will comply with the Company’s bylaws.

11/15/2018 (AVEDRO INC)

(d) Termination of Right of First Refusal. Any other provision of this Section8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections(a)and (b)above.

03/24/2020 (Akouos, Inc.)

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Transferred Shares subject to this Section3 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Transferred Shares subject to this Section3.

11. RIGHT OF FIRST REFUSAL . Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal described in the Company’s bylaws at such time, the right of first refusal described below will apply. The Company’s right of first refusal will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing Date”).

09/27/2016 (BMC Capital, Inc.)

10.7. Termination of Right of First Refusal. The Right of First Refusal will terminate as to all Shares: (i)on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or (iii)on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange Act.

12/22/2017 (ZUORA INC)

9.2 Exercise of Right of First Refusal. At any time within thirty (30)days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined as specified below.

17. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the Right of First Refusal. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.

11.1 Grant of Right of First Refusal. Except as provided in Section 11.7 and Section 16 below, in the event the Participant, the Participant’s legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the “ Transfer Shares “) to any person or entity, including, without limitation, any stockholder of the Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 11 (the “Right of First Refusal “ ).

10/30/2020 (Olema Pharmaceuticals, Inc.)

11.5 Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section 11.4 above, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section 11.4. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section 11.

4.3 Waiver of Right of First Refusal. The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

11/13/2020 (DoorDash Inc)

10/30/2019 (Schrodinger, Inc.)

7. Right of First Refusal. Subject to the rights of existing tenants, Tenant shall have a one (1)time right of first refusal on available space on the 12th or 14th floor of the Building as more particularly set out on Addendum Two attached hereto.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

09/27/2019 (EHEDGE FINANCIAL HOLDING CORP)

2. Right of First Refusal. Except as provided in Section3.1, any Proposed Holder Transfer that is not prohibited by Section1.1 shall be subject to the provisions of this Section2.

09/03/2019 (Gemphire Therapeutics Inc.)

(b) M&A Right of First Refusal. Notwithstanding anything in this Agreement, the Company or each Holder shall, upon receipt of any bona fide written offer from a third party (whether unsolicited or solicited) for a Sale of the Company (the “Third Party Offer”), promptly first provide to each Investor with written notice of such Third Party Offer (the “ROFR Notice”). The ROFR Notice shall include a summary of the material terms of the Third Party Offer, including, as applicable, the acquisition price, the structure of the proposed transaction, the merger ratio, securities or assets subject to the Third Party Offer, and the proposed date of the closing. From the date of the Investors’ receipt of the ROFR Notice and for a period of thirty (30) days thereafter (which period may be extended by mutual written agreement between the parties hereto) (the “Review Period”), each Investor shall have a right of first refusal (the “M&A ROFR Right”) to submit a proposal relating to a Sale of the Company on the same or substantially identical terms as set forth in the ROFR Notice (the “Investor Proposal”). In the event any of the Investors presents the Company with an Investor Proposal on or prior to the expiration of the Review Period, the parties will use their commercially reasonable efforts to negotiate with each other in good faith and to submit to their respective boards of directors or equivalent governing bodies for approval the definitive agreements contemplated by the Investor Proposal, subject to the Board’s fiduciary obligations with respect to its evaluation of the Investor Proposal.

11.7 Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange that would otherwise be subject to the Right of First Refusal if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. Nor shall the Right of First Refusal apply to any transfer of the shares acquired upon exercise of the Option if the Participant is a party to, and such transfer is subject to the right of first refusal provisions of, the Third Amended and Restated Stockholders’ Agreement, dated as of April6, 2018 (as heretofore and hereafter amended, the “Stockholders’ Agreement”), by and among the Company and the Holders (as defined in the Stockholders’ Agreement).

11.9 Early Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. A “public market” shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or on a securities exchange or other established trading market in the Republic of Korea or (ii)such stock is traded on the over-the-counter market in the United States or the Republic of Korea and prices therefor are published daily on business days in a recognized source.

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What Is a Right of First Refusal?

How It Works
Advantages and Disadvantages

Special Considerations

The bottom line.

Business Essentials

What Is Right of First Refusal (ROFR), and How Does It Work?

James Chen, CMT is an expert trader, investment adviser, and global market strategist.

Right of first refusal (ROFR), also known as first right of refusal, is a contractual right that someone has to match or decline to match an offer for an asset after other offers have been made.

The person who holds this right is entitled to enter a transaction before anyone else does. If they decide not to enter the transaction, the seller is free to entertain the other offers.

This is a popular clause among those who rent real estate because it gives them first crack at buying the properties they occupy. It is also popular among venture capitalists looking for assurances that their investments will not be sold out from under them.

Key Takeaways

A right of first refusal is a contractual right giving its holder the option to match or decline to match an offer on an asset before the owner can sell it to someone else.
The ROFR assures the holder that they will not lose their right to an asset if others express interest in it.
The right of first refusal can limit the owner's potential profit as they are restricted from negotiating third-party offers before the rights holder exercises their right.

Investopedia / Zoe Hansen

How a Right of First Refusal Works

Right of first refusal clauses are similar to options contracts in that holders are granted rights but not obligations. With an ROFR, the right holder has the right, but not the obligation, to match or decline to match an offer already made on an asset by another party.

The person who owns the asset is obligated to notify the right holder that they've received an offer for their property.

So, if a shareholder wants to sell their share and is subject to an ROFR, they must find someone willing to make an offer for that share. Once they have an offer, they then must notify the right holder, who can exercise their option to match that offer and purchase the share or refuse to match it and let another party purchase it.

Purpose of the ROFR

Rights of first refusal are usually requested by individuals or companies who want to see how an opportunity will turn out. The right holder may prefer to get involved later rather than make a financial outlay and commitment right away. A right of first refusal allows them to do so.

However, the right holder generally only has a specified time before the seller can accept another offer. Moreover, the right is also only valid with the seller with whom they contracted.

Customization

Right of first refusal clauses can be customized to create variations of the standard agreement. The parties involved can incorporate changes, such as specifying how long the right is valid or allowing a third party nominated by the buyer to make the purchase.

A right of first offer (ROFO) is different from the ROFR. It gives the holder the right to make an offer on an asset before the seller sells it to someone else. Under an ROFR contract, the seller must have an offer from another party, and then notify the contract holder of that offer.

Advantages and Disadvantages of Rights of First Refusal

ROFR contracts usually favor buyers, but these agreements also have cons.

Advantages for Buyers

The ROFR is akin to an insurance policy for a buyer
It might give a buyer a competitive edge
It gives buyers priority

Disadvantages for Buyers

Prices might drop after the buyer exercises the ROFR and makes a purchase
Sellers may forget that the buyer has an ROFR

Advantages for Sellers

The seller may be comforted knowing there is a buyer ready
The seller has other interested buyers should the holder of the ROFR not want to purchase the asset
The seller can prioritize certain individuals

Disadvantages for Sellers

The ROFR limits the ability to negotiate with multiple buyers
The seller may have a difficult time attracting buyers
The right holder isn't obligated to transact a purchase
Another buyer might be willing to pay more than the right holder

In the business world, rights of first refusal are commonly seen in joint venture situations. The partners in a joint venture generally possess the right of first refusal to buy out the stakes held by other partners who leave the venture.

Rights of first refusal are a common feature in many other fields, from real estate to sports and entertainment. For example, a publishing house may ask for the right of first refusal on future books by a new author.

What Is the Meaning of Right of First Refusal?

A right of first refusal is a contract with an asset owner that gives the holder of the right the ability to match or refuse to match an offer from another party to buy the asset.

Why Is Right of Refusal Bad?

A right of first refusal is neither good nor bad; it is simply a tool used by some to ensure they have the first claim on an asset or to ensure a buyer is waiting.

What Is the Difference Between an Options Contract and a Right of First Refusal?

An options contract is an agreement whereby the contract buyer purchases the right but not the obligation to exercise the right and buy or sell shares of stock. A right of first refusal is the right but not the obligation to match an offer someone else has made on an asset and purchase it.

A right of first refusal is a contractual agreement between two parties that gives one the ability to be the first buyer. This party can match an offer made by a third party and purchase an asset, or they can refuse to match it, in which case the seller can proceed with selling it to that third, or another, party.

These contracts are generally used by interested parties who don't want a contractual obligation to purchase an asset but do want the option to do so if other parties become interested in it.

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Right of First Refusal Contract Clauses (659)

Grouped into 10 collections of similar clauses from business contracts.

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What Is a Right of First Refusal Clause?

A right of first refusal (ROFR) clause is a conditional provision within a larger agreement that grants the holder a preferential right to acquire or purchase an asset before it is offered to third parties. The clause outlines the terms and circumstances under which the ROFR may be exercised, including notice periods, offer terms, and response timeframes. This provision reduces uncertainty and anxiety associated with potential changes in ownership or control, enhancing negotiation power and providing a strategic advantage in deal-making situations. As you explore the complexities of ROFR clauses, you will discover the nuances of their structure, benefits, and applications.

Table of Contents

How ROFR Clauses Are Structured

A Right of First Refusal (ROFR) clause is typically structured as a conditional provision within a larger agreement, outlining the terms and circumstances under which the holder of the ROFR may exercise their option to purchase or acquire an asset. This provision is often embedded within a contract, such as a lease, partnership agreement, or shareholders' agreement. The clause language is critical, as it defines the specific circumstances that trigger the ROFR, including the notice period, offer terms, and response timeframe.

The contract terms of a ROFR clause are carefully crafted to balance the interests of the parties involved. The clause may specify the type of asset, the purchase price, and the deadline for exercising the option. The language used in the clause must be precise and unambiguous to avoid disputes. The ROFR clause may also outline the procedures for valuation, negotiation, and dispute resolution. By carefully drafting the clause language and contract terms, parties can safeguard that their interests are protected and their goals are achieved.

Benefits of Having a ROFR

Having a Right of First Refusal (ROFR) clause in place can bring significant benefits to parties involved in a transaction. By incorporating a ROFR, parties can reduce uncertainty and anxiety associated with potential changes in ownership or control. This, in turn, can enhance negotiation power and provide a strategic advantage in deal-making situations.

Reduced Uncertainty

By incorporating a right of first refusal (ROFR) clause into a contract, parties can substantially reduce uncertainty, as it clearly outlines the terms and procedures to be followed in the event of a proposed transfer. This reduced uncertainty provides contract clarity, leading to all parties being aware of their rights and obligations. As a consequence, deal security is enhanced, as the risk of disputes and misunderstandings is minimized.

The benefits of reduced uncertainty include:

Clear procedures : A ROFR clause outlines the specific steps to be taken in the event of a proposed transfer, eliminating confusion and guaranteeing a smooth process.
Predictable outcomes : By establishing a clear framework for transfers, parties can better anticipate the outcome of a proposed transfer, allowing for more informed decision-making.
Increased confidence : With a ROFR clause in place, parties can have greater confidence in their agreements, as the terms and procedures are clearly outlined, reducing the risk of misunderstandings and disputes.

Enhanced Negotiation Power

In the context of contract negotiations, a right of first refusal clause can substantially bolster a party's bargaining power. By securing a ROFR, a party gains strategic leverage, allowing it to negotiate more effectively and extract better terms from the counterparty. This tactical advantage stems from the fact that the ROFR holder can dictate the terms of the negotiation, knowing that it has the first opportunity to accept or decline the offer. As a consequence, the counterparty is more likely to present a favorable proposal, as it is aware that the ROFR holder has the upper hand. This, in turn, enables the ROFR holder to negotiate more aggressively, pushing for better prices, terms, or conditions. By having a ROFR, a party can negotiate from a position of strength, increasing the likelihood of a successful and favorable outcome. Fundamentally, a ROFR provides a party with enhanced negotiation power, allowing it to drive a harder bargain and secure a more advantageous agreement.

Common Scenarios for ROFR Use

In various commercial contexts, the Right of First Refusal (ROFR) clause is employed to safeguard interests and facilitate negotiations. This provision is commonly encountered in scenarios where disputes arise between business partners, lease option agreements are negotiated, or asset sale transactions are undertaken. In these situations, the ROFR clause can prove instrumental in resolving conflicts and fostering mutually beneficial agreements.

Business Partnership Disputes

Disputes among business partners can lead to bitter conflicts, making a Right of First Refusal (ROFR) clause a vital provision in partnership agreements to mitigate potential fallout. In the absence of a clear agreement, conflicts can escalate, leading to financial losses and even business dissolution. A well-crafted ROFR clause can help prevent or resolve disputes by providing a framework for negotiation and conflict resolution.

Some common scenarios where ROFR clauses can help mitigate disputes include:

Mediation strategies : ROFR clauses can facilitate mediation by providing a structured process for resolving disputes, allowing partners to negotiate and reach a mutually beneficial agreement.
Conflict resolution : By establishing a clear procedure for conflict resolution, ROFR clauses can help prevent disputes from escalating into costly and time-consuming litigation.
Succession planning : ROFR clauses can ensure a smooth transition of ownership in the event of a partner's departure, reducing the risk of disputes and ensuring business continuity.

Lease Option Agreements

Several commercial lease agreements incorporate Right of First Refusal (ROFR) clauses to affirm that landlords and tenants have a clear understanding of their rights and obligations regarding lease renewal or termination. This provision certifies that tenants have the opportunity to negotiate the terms of a new lease before the landlord offers the space to other parties.

In lease option agreements, ROFR clauses often address concerns related to lease duration and rent control. For instance, a ROFR clause may stipulate that a tenant has the privilege to renew their lease for an additional term, provided they meet specific conditions, such as maintaining a certain level of rent payments.


Lease Renewal	Tenant has the privilege to renew the lease for an additional term, subject to rent control provisions.
Lease Termination	Landlord must offer the tenant a new lease agreement before offering the space to other parties.

| Rent Review | ROFR clause may specify a maximum rent increase, providing rent control for the tenant.

Asset Sale Negotiations

Right of First Refusal clauses also play a significant function in asset sale negotiations, where they can have a profound impact on the outcome of business transactions. In such scenarios, a ROFR clause can provide a safety net for sellers, allowing them to reconsider their options and potentially renegotiate terms if a better offer emerges. This can be particularly vital in complex transactions, where multiple bidders may be involved, and the sale process can be lengthy and arduous.

Some key aspects of ROFR clauses in asset sale negotiations include:

Preventing deal fatigue : By providing a fallback option, ROFR clauses can alleviate the pressure and uncertainty associated with prolonged negotiations, allowing parties to conserve resources and avoid deal fatigue.
Maintaining buyer leverage : A ROFR clause can give buyers an upper hand in negotiations, as they can use the threat of exercising their right of first refusal to negotiate more favorable terms.
Facilitating strategic partnerships : In asset sale negotiations, ROFR clauses can facilitate strategic partnerships by providing a framework for collaborative agreements and joint ventures, ensuring a level of protection for all parties involved.

ROFR in Business and Partnerships

In business partnerships, a right of first refusal (ROFR) clause serves as a safeguard, enabling partners to maintain control and stability within the organization by providing an opportunity to purchase or assume ownership of a departing partner's shares or assets. This provision guarantees that existing partners have priority over external investors or third parties, thereby preserving the partnership's original intent and preventing unwanted changes to the ownership structure. In joint ventures, a ROFR clause can facilitate exit strategies, allowing partners to negotiate and agree upon the terms of exit, including the valuation of shares and the process for transferring ownership. By including a ROFR clause, partners can establish a clear framework for resolving disputes and managing the departure of partners, ultimately protecting the partnership's interests and facilitating a smoother handover. By doing so, partners can concentrate on growing the business, rather than worrying about the implications of a partner's departure.

Real Estate Applications of ROFR

Beyond the sphere of business partnerships, the right of first refusal clause also finds significant application in real estate transactions, where it serves to allocate negotiating power and manage risk in property deals.

In the context of real estate, a ROFR clause can be particularly valuable in mitigating risks associated with property valuation and market trends. By granting a party the right of first refusal, the seller can safeguard that they are not obligated to sell the property to an undesirable buyer, while the buyer can negotiate a better price.

Some key applications of ROFR in real estate include:

Property Development : A ROFR clause can be used to allocate negotiating power between developers and landowners, guaranteeing that the developer has the opportunity to purchase the land at a predetermined price.
Commercial Leasing : A landlord may grant a ROFR to a tenant, allowing them to purchase the property at a predetermined price if the landlord decides to sell.
Residential Sales : A ROFR clause can be used in residential sales to grant a buyer the right to purchase a property at a predetermined price, giving them an advantage in a competitive market.

Negotiating and Exercising ROFR

Effective negotiation and exercise of the right of first refusal (ROFR) require a deep understanding of the underlying agreement, precise communication, and meticulous attention to detail. A well-crafted ROFR clause can provide a strategic advantage in contract negotiations, allowing parties to respond swiftly to changing circumstances.

To achieve superior outcomes, parties should employ contract strategies that balance competing interests and prioritize deal flexibility. This may involve incorporating conditional clauses, sunset provisions, or dispute resolution mechanisms to facilitate smooth execution.


Conditional ROFR	Allows for flexibility in response to changing circumstances	May lead to disputes over interpretation
Sunset Provisions	Provides a clear timeline for ROFR exercise	May limit negotiating power
Dispute Resolution	Facilitates swift resolution of disputes	May lead to additional costs

Potential Drawbacks of ROFR Agreements

While ROFR agreements can provide a strategic advantage, they can also give rise to potential drawbacks that may undermine their intended benefits. One of the primary concerns is the potential for legal ramifications, as ROFR agreements can be complex and may lead to disputes over interpretation and enforcement. In addition, unintended consequences may arise if the agreement is not carefully drafted, leading to unforeseen outcomes that can negatively impact the parties involved.

Some of the key drawbacks of ROFR agreements include:

Restrictive clauses : Overly restrictive clauses can limit the flexibility of the parties involved, leading to inflexibility in responding to changing circumstances.
Unclear terms : Vaguely defined terms can lead to disputes and misunderstandings, undermining the effectiveness of the agreement.
Inequitable treatment : ROFR agreements may inadvertently create unequal bargaining power, leading to unfair treatment of one or more parties involved.

Frequently Asked Questions

Can a rofr clause be used in personal contracts?.

In personal contracts, a ROFR clause can be employed in Family Agreements, such as cohabitation agreements or prenuptial agreements, and Romantic Partnerships, guaranteeing one party has priority over the other in specific situations.

Is a ROFR Clause the Same as a Right of First Offer?

A Right of First Refusal (ROFR) clause differs from a Right of First Offer (ROFO) clause, as ROFR grants exclusive negotiation rights, whereas ROFO clauses involve preemptive negotiation tactics, allowing the holder to match competing offers.

Can a ROFR Clause Be Revoked or Terminated?

A ROFR clause can be revoked or terminated through contractual loopholes, such as mutual agreement, material breach, or unforeseen circumstances, but doing so may have significant legal ramifications, including potential disputes and litigation.

How Does a ROFR Clause Affect the Seller's Obligations?

A Right of First Refusal (ROFR) clause imposes seller restrictions, limiting their ability to sell or assign the subject asset without first offering it to the ROFR holder, thereby setting obligation limits on the seller's freedom to negotiate with third parties.

Can a ROFR Clause Be Used in International Business Agreements?

In international business agreements, a Right of First Refusal (ROFR) clause can be employed, considering cross-cultural implications and nuances in global negotiations, to facilitate cooperation and mitigate potential disputes in multinational transactions.

Right of First Refusal: How It Works, Triggers, Examples

Jump to section, what is right of first refusal.

In real estate, right of first refusal (ROFR) is a contract clause that gives certain people the contractual right to purchase a property before the seller accepts public offers. A right of first refusal is beneficial to interested parties because it gives them the opportunity to have first dibs before any other offers can be received on the property. However, it can be a disadvantage for sellers, since it can block their access to other offers.

How Does Right of First Refusal Work?

Right of first refusal in real estate allows interested parties the first chance to purchase a property. The right of first refusal can be used to sweeten the deal when renting out a property. Some sellers offer it as a way to attract tenants who are looking to buy but may not be ready yet.

Since the terms of the agreement are signed before the house goes on the market, it allows potential buyers plenty of time to ready themselves before committing to a mortgage. Tenants who need time to financially prepare can take this time to save for a down payment or to improve their credit score.

Elements of Right of First Refusal

This contract clause is negotiated before the home reaches the market and has a few elements. Real estate lawyers help sellers and buyers determine the terms of the contract clause. The same lawyers help construct the purchase and sale agreement that transfers the home, too.

Time Limit : parties that have right of first refusal must exercise their privilege within a pre-determined amount of time or risk having to compete with others to purchase the property
Sale Price : right of first refusal contracts should determine how a sale price will be calculated if a seller decides to list the property
Breach Remedies : determines what happens if right of first refusal contract clauses are not honored
Exceptions : any special situations that might alter the terms of ROFR, such as a cash offer

Right of First Refusal Example

Aaliyah is a real estate agent who specializes in selling luxury homes. One of her clients is interested in purchasing a property that is only available for rent. Even though Aaliyah has showed this client several other properties in the area, the client is not interested in any other option. Right of first refusal is a great option for this client.

In order to make her client happy, Aaliyah approaches the owner of the rental property and asks for a right of first refusal
The property owner agrees that they will give Aaliyah’s client first dibs on the home if they decide to sell
Aaliyah consults with her company’s real estate lawyer to draw up the terms
The home owner and lawyer agree on right of first refusal elements such as purchase price, time limit, and any remedies in the event of a breach of contract
The real estate lawyer documents all the details, which is then added into the lease agreement
The homeowner and tenant agree and sign the contract
If the home ever goes up for sale, Aaliyah’s client will have the opportunity to purchase the house at the agreed-upon price before it ever hits the market

Browse some of our real estate lawyers .

What Triggers Right of First Refusal?

Right of first refusal in real estate is triggered when a homeowner decides to sell their property. If he or she has entered into a contractual agreement that requires them to give someone else the right to purchase the house first, right of first refusal is triggered immediately.

Right of first refusal can also be set into motion if a third party offers to purchase a property from a property owner. In this scenario, whoever holds the ROFR would have the opportunity to match the offer and gain ownership of the property. If this occurs, whoever has right of first refusal must also be granted the same terms as the third party.

Learn more about right of first refusal in real estate here .

Examples of Right of First Refusal in Real Estate

Right of first refusal helps interested parties have the best chance of acquiring a property they are interested in. Since this contractual right requires sellers to accept offers from rights holders before going public, this often means that those with right of first refusal have the opportunity to get a great deal. There are a couple of different scenarios where right of first refusal would apply.

When an Owner Decides to Sell

When a property owner decides to list their home on the real estate market, right of first refusal goes into effect. The seller must notify the right of first refusal holder before they can bring their listing to the public. Then, whoever has right of first refusal has a certain amount of time to put their offer in before their rights expire.

Right of first refusal protects interested parties from having to enter into a bid war for a property. This is good news for them because it means there is a much better chance of gaining a property at a bargain than otherwise. It also guarantees the property to a buyer as long as the terms are followed.

When an Offer is Received from a Third Party

Sometimes, an interested third party will put an offer in on a property that is not for sale. If this happens and the property owner is interested in the offer, they cannot immediately accept the offer if someone else has right of first refusal. The owner must allow the owner of first refusal rights the option to buy before the third-party offer can be accepted.

Read more about right of first refusal here .

Right of First Refusal vs. Right of First Offer

In the real estate industry, there are two contractual rights that apply to the hierarchy of home selling: right of first refusal and right of first offer. Even though they sound similar, the rights they provide are not identical. In fact, there are major differences to each one.

Right of First Refusal: Whoever has the right of first refusal on a property must be allowed to purchase the home before it goes to market. Other offers cannot be entertained unless the rights holder declines to purchase.
Right of First Offer: Those with the right of first offer are promised that they will have the opportunity to make an offer on a property. However, there is no guarantee that they will be granted ownership and there is no obligation for their offer to be prioritized over others.

Find out more about the differences between right of first refusal and right of first offer here .

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Issues to Consider in Rights of First Refusal

People often talk about giving or getting a Right of First Refusal ("ROFR") in real estate transactions. But what is a ROFR? A simple definition might be:

If the owner of the property decides to sell the property, then the person holding the ROFR gets the opportunity to buy the property on the same terms first.

That definition is simple and seems straightforward, but there are potential problems in that simplicity for both the party giving and the party getting the ROFR. Fortunately, many of the potential problems may be avoided by recognizing and addressing them while both parties are working together to agree on the terms of the ROFR.

Let's talk about some of the issues you should consider when you are giving or getting a ROFR.

Property Covered

What property is covered by the ROFR? Although this usually is not a problem, the ROFR should specify precisely what real property is to be covered by the ROFR ("Property"). Lack of clarity in the description of the Property could be detrimental to both the owner and the ROFR holder.

Assuming the Property is described properly in the ROFR, what rules apply if the owner decides to sell the Property as part of a package with other property?

For example, what if the owner plans to sell the Property as part of a shopping center, a larger tract, or a group of similar properties? Does the ROFR holder have the right to make the owner break out the Property and offer the Property separately to the ROFR holder?

While requiring the owner to break out the Property from the larger sale may sound fair at first blush, it may prevent the owner from being able to sell the other property. The owner's desire to sell the other property also will make it more attractive for the owner to collude with the third party buyer to make the terms of the sale of only the Property unattractive to the ROFR holder. For example, the owner might impose a restriction on the use of the Property that would make the Property unusable for the ROFR holder's purpose while not affecting the third party buyer's proposed use.

While there is no solution that is fair to all parties, by recognizing the issue at the beginning, the parties can structure the ROFR so neither party feels it is being taken advantage of if the situation does arise.

Selling the Owner Instead of the Property

Whenever the owner of the Property is an entity (such as a corporation or a limited liability company), the parties should ask this question: Does the sale of the stock in the corporate owner or the sale of the membership interests in the limited liability company owner trigger the ROFR?

If the main asset that the entity owns is the Property, then the ROFR should provide that the sale or transfer of the stock or membership interests in the entity is considered a sale or transfer of the Property that triggers the ROFR. Otherwise, the owner may thwart the ROFR by "selling" the company instead of the Property.

Transfers Covered

ROFR language often states that "any sale or transfer" of the Property will trigger the ROFR, but the parties rarely intend for every transfer to trigger the ROFR.

For example:

Most owners do not expect to trigger the ROFR by giving their lender a lien (such as a deed of trust) on the Property even though the lien technically may involve a transfer of legal title to the lender.
Likewise, most owners do not intend for the ROFR to prevent them from making transfers to family members or trusts for estate planning purposes.
Similarly, an entity owner rarely expects a merger with another company to trigger the ROFR (subject to the exception mentioned above).

Transfers such as these examples can be excluded from the definition of a sale or transfer otherwise subject to the ROFR without significantly impacting the ROFR holder's rights by providing that the "new" owner also will be subject to the ROFR.

To reduce the risk of the owner's future lender objecting to a ROFR, the owner may want to specify in the ROFR that granting a deed of trust on the Property will not be a sale or transfer of the Property subject to the ROFR and that any foreclosure of the deed of trust likewise will not be subject to the ROFR.

To protect the ROFR holder's rights, the ROFR holder may want to specify in the ROFR that, although the use of the Property as collateral and any foreclosure will not trigger the ROFR, the purchaser of the Property at a foreclosure sale will be subject to the ROFR with respect to a future sale of the Property.

When the ROFR refers to "on the same terms," do the parties really mean the exact same terms? While the wording may sound fair, it can put the ROFR holder in a difficult or impossible position.

For example, if the owner proposes to do a land swap, the ROFR holder may be unable to fulfill the "same terms" requirement. If the ROFR holder thinks that a land swap might occur, then the ROFR holder may want to add language to address that situation. One possibility would be to provide that if the owner proposes to do a land swap, then the ROFR holder may require that the "purchase price" for the Property be converted into a dollar amount based on a fair market value appraisal of the Property or the land to be acquired in the swap.

While the concept underlying a ROFR is that a seller doesn’t care who pays the purchase price as long as the seller receives it, there often are other forces in play that may make an owner favor a third party purchaser over a ROFR holder. It is important to remember that the terms of the ROFR generally will not come into play unless the owner already has "cut a deal" (at least tentatively) with a third party. Consequently, the ROFR holder must make sure that the "deal" the owner cuts is not done in a way that will reduce the ROFR holder's rights.

For example, what would happen if an owner proposes to place terms in the sale that would be detrimental to the ROFR holder (such as a restriction prohibiting the Property from being used for the ROFR holder's business) but that would not injure or impact the value of the Property to the third party buyer? To prevent this from occurring, the ROFR holder may want to make sure that the ROFR provides that the Property will be sold to the ROFR holder subject only to the restrictions in place when the ROFR is signed regardless of what a future third party offer may say.

Similarly, if the ROFR holder is not in possession of the Property, the holder may want to make sure that it has the right to inspect the Property regardless of what the third party offer may state. When the ROFR terms are being discussed, the owner generally will agree to give the ROFR holder a limited inspection period regardless of what a future third party offer may provide.

Other issues that the ROFR holder may want to address are the type of deed the holder is to receive and the timeline for the closing if the holder accepts the offer. Specifying these items in the ROFR will protect the holder from being forced to accept a quitclaim or non-warranty deed from an owner or to close the transaction under an unrealistic schedule.

These issues can be addressed in the ROFR by providing that "notwithstanding the provisions of the third party offer" the following terms will govern with respect to the restrictions, inspection rights, deed warranties, and closing schedule. Failing to address these issues in the ROFR may give an owner the ability to structure a deal with the third party that makes it difficult for the ROFR holder to purchase the Property.

The duration of the ROFR should be stated in the ROFR. Generally, this is not a problem because both parties have a specific timeline in mind when they are negotiating the ROFR. However, there are times when the duration of the ROFR can be ambiguous unless care is taken to recognize potential ambiguities.

Ambiguous provisions often show up in leases where the tenant is to have a ROFR to purchase the leased property. The ambiguous language often reads something like: "During the term of this Lease, the Tenant will have a ROFR on the Leased Premises."

Does that sentence mean that the tenant will have a ROFR each and every time that the Property is offered for sale during the term of the lease? Or is the intention of the parties for the tenant to have just one right to purchase the property that applies only to the first sale of the Property and no others?

As with the other issues, the key to answering this question is to state in the ROFR whether it is an ongoing right (as is often the case in lease situations) or a one-time right that goes away if it is not exercised when the first sale occurs.

There are other issues to consider when a party wants a ROFR to last for an extended duration, but those are best left for future discussions.

How does the owner notify the ROFR holder that the owner has received an offer to purchase the Property from a third party that the owner will accept? While many of the prior issues are more important to the ROFR holder than the owner, the notice provisions are vital to the owner.

Today's technology allows us to locate people easier than ever before. However, it doesn't always work. Putting specific notice provisions in the ROFR can avoid countless questions about whether the notice was valid, whether it was received, and what to do when the ROFR holder cannot be located.

Substantial time and trouble may be avoided by specifying in the ROFR:

The official notice address for the ROFR holder;
The obligation of the ROFR holder to notify the owner of any change in the holder's address;
The delivery method to be used for the notice;
The length of time that the ROFR holder has to respond to the notice;
What the ROFR holder must do to accept the offer; and,
What (if anything) the ROFR holder must do if the ROFR holder does not accept the offer.

Obligating the ROFR holder to keep the owner informed of the holder's notice address places the burden on the party that actually has that information. Likewise, specifying the approved methods of delivery in the ROFR avoids claims by the ROFR holder that the delivery method selected by the owner was ineffective or invalid.

The owner also may want to put in a provision obligating the ROFR holder to sign a recordable document acknowledging that the holder did not exercise its right to purchase the Property. Provisions like this help avoid lingering questions about whether the notice was received and was sufficient, and help to keep the title to the Property "clean."

The ROFR also should state what has to be in the notice regarding the third party offer for the notice to be valid. The parties may agree that the owner only needs to give the ROFR holder the main terms (such as price, deposit, inspection period, and closing date) to start the process.

Alternatively, the ROFR may require that a complete copy of the proposed agreement with the third party purchaser be provided to the ROFR holder. While providing the entire agreement has many benefits, it can create delays due to the owner and the third party buyer being required to expend time to negotiate a complete agreement for the transaction, something a third party buyer may not want to do if it believes the deal may be taken away by the ROFR holder.

The agreement also may contain information about the third party buyer's plans that it would prefer not be revealed to the ROFR holder.

Providing in the ROFR the specific basic provisions that must be included in the notice to the ROFR holder (and that a copy of the entire agreement is not required) will help the owner move the sale along without materially affecting the ROFR holder's rights.

On a side note, when dealing with an existing ROFR, it is important to read all of the provisions of the ROFR so that nothing is missed in the rush to send out the notice to the ROFR holder. Neither an owner nor a third party buyer wants to find out there is a question about the validity of the notice given to the ROFR holder.

Change in Terms

With larger transactions, there often are situations where the terms of the deal must change to accommodate reality. If the ROFR is written to provide that the ROFR holder must be given a copy of the exact terms, any change in the deal could result in ROFR holder being entitled to a new notice and a renewed right to purchase the Property.

To address such situations, an owner may want to require the ROFR to allow for limited variances in the price and timelines of the contract with the third party buyer without the ROFR holder's rights being triggered anew. Although negotiating those provisions at the beginning may not be easy, it always is easier to negotiate them before the parties are facing an actual situation and each party already has a specific result in mind.

While all agreements are subject to disputes, considering and addressing some of the many issues that may come up in the future will help keep you on the "right" path when you are negotiating a Right of First Refusal. Consultation with an attorney experienced in Rights of First Refusal while negotiating one is preferable to having to employ one to try to save a subsequent deal.

This article is not intended to give, and should not be relied upon for, legal advice in any particular circumstance or fact situation. No action should be taken in reliance upon the information contained in this article without obtaining the advice of an attorney.

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What Is a Right of First Refusal in Real Estate? Getting First Dibs on Making an Offer

Imagine being able to make an offer on a house before any other interested home shoppers can even have a look-see. If you have a right of first refusal negotiated into your lease or other housing agreement, you get to be the first in line to buy the real estate.

But is this truly an advantage for the right-of-first-refusal holder? And how does it work? Let’s take a closer look at right-of-first-refusal agreements and what they mean for both buyers and sellers.

What is a right of first refusal in real estate?

In real estate, right of first refusal is a provision written into a lease or other agreement. It gives a potentially interested party—say, you—the right to buy a property before the seller negotiates any other offers. It’s typically written up in your lease, long before the homeowner makes the decision to put the property on the market.

This clause does allow the sellers to market the home for the price they believe it’s worth. They can actually list the house, but before they can even think about accepting any offer that rolls in, they must notify you, the person entitled to right of first refusal. At that point, you, the contract holder, can decide whether or not you want to (and are ready to) buy the property.

If you agree, you make an offer. If you decline, the homeowner is free to negotiate with other potential buyers interested in the property.

When is a right of first refusal used?

There are a few situations in which a right-of-first-refusal clause is relevant.

Between a tenant and a landlord: If a tenant or tenants are interested in buying the rental property they live in, and have a right-of-first-refusal clause written into the lease, the landlord must consider their offer before negotiating with other potential buyers.
Between family members: Usually, this clause is used when a family member wants to buy the home. The family member (or members) in question have a chance to submit their first offer when the house goes on the market. But if the family isn’t interested in the real estate at that time, the owner can open it up to a third party.
When dealing with a homeowners association or condo board: Sometimes a homeowners association or condo board will put a right-of-first-refusal clause into its governing documents. This allows the board to vet potential buyers before a homeowner can accept an offer. Many communities use the clause to prevent situations like discount sales that would lower their value. In some cases, it even gives the board the option to reject an offer entirely.

How a right of first refusal affects buyers

A right-of-first-refusal clause in a leaseholder’s contract gives the leaseholders the right to first dibs on a home they’re living in, should the landlord decide to sell it.

The clause is negotiated into the contract from the beginning of the lease, so the tenants potentially have a good amount of time to save for a down payment, or to improve their credit score , before they have the opportunity to buy the property.

While the right to “first dibs” and the benefit of time may already be enough to make a right-of-first-refusal a big perk for tenants, there could also be financial incentives to get excited about.

Contract holders might end up with the opportunity to buy their rental for a steal.

“Depending on the specifics of the contract, the interested party may have the opportunity to suggest a sale price without worrying about immediate competition,” explains Kathryn Bishop , a Keller Williams real estate agent in Studio City, CA. “There’s less of a chance that the price will get driven up by a bidding war.”

That doesn’t mean, though, that right-of-first refusal holders always have it easy.

The main disadvantage for a buyer with first refusal rights is that, since the seller could receive an offer at any time from a third party, the buyer might need to be ready on short notice to move forward with a sale.

It’s a “you snooze, you lose” situation. If the right-of-first-refusal holders are surprised by the timing of the listing, and don’t have time to prepare the funds they need, they could miss out.

How a right of first refusal affects sellers

In a buyer’s market , when homes are plentiful and prices are low, right-of-first-refusal agreements can directly benefit sellers.

Since this agreement is drafted before the home hits the market, the homeowner might be able to persuade the original interested party to pay more than the home’s current value.

Ultimately, though, sellers tend to be wary of a right of first refusal because it hinders their ability to work with other buyers.

They can’t negotiate with a third party until they’ve received a formal termination of this contingency from the right-of-first-refusal holder.

In the time it takes to get a response from the contract holder, the more secure buyers might lose interest as they tour other properties.

Should you agree to a right-of-first-refusal clause?

No two right-of-first-refusal clauses are the same; although a buyer gets the first option to buy a property, the terms of each right-of-first-refusal clause can vary.

Some set rules for how long the contingency can last, for the proof that the interested party must provide in order to move forward with purchasing the property, or for any exceptions based on a cash offer.

To determine if a right-of-first-refusal agreement is right for you, make sure all of the details suit you.

Consult with an attorney before entering into a right-of-first-refusal agreement. And as with any contract, read your contingency thoroughly to get an idea of the deadlines, limitations, and/or obligations it entails, before signing on the dotted line.

Tara Mastroeni, who comes from a family of real estate agents, writes about home and lifestyle topics. View more of her work on her website: www.tmrealestatewriter.com

Twitter Follow @TaraMastroeni

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Understanding the Franchisor’s Right of First Refusal in Your Agreement

Schuyler "Rocky" Reidel

Schuyler is the founder and managing attorney for Reidel Law Firm.

Published On: July 11, 2023
Updated On: July 11, 2023
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In the realm of franchising, it is crucial for both franchisees and franchisors to have a clear understanding of the terms and conditions outlined in their franchise agreements. One particular provision that warrants careful consideration is the franchisor’s right of first refusal. This article aims to delve into the intricacies of this clause, examining its importance, legal definition, functioning, benefits, drawbacks, limitations, and potential disputes that may arise. Moreover, we will explore best practices for negotiating and drafting a right of first refusal provision, and address common misconceptions surrounding this aspect of franchise agreements.

Why is the Right of First Refusal Important in Franchise Agreements?

The right of first refusal is a provision that grants the franchisor the option to match or exceed any offer made by a third party to purchase or transfer a franchisee’s business. This provision serves two crucial purposes in a franchise agreement.

Firstly, the right of first refusal enables franchisors to maintain control over the transfer of their branded business and ensure that a qualified and suitable replacement is found for the outgoing franchisee. By having the ability to match or exceed a third-party offer, franchisors can maintain the integrity of their brand and protect their interests.

Secondly, the provision helps franchisees by offering them a certain level of security and stability. It ensures that they have a willing buyer for their business and allows them to pursue other opportunities if the franchisor decides not to exercise their right of first refusal. This provision can provide reassurance to franchisees, as they know that their franchisor will have a say in any potential sale.

Exploring the Legal Definition of Right of First Refusal

In order to understand the implications and scope of the right of first refusal, it is essential to grasp its legal definition. The right of first refusal is a contractual provision that grants a party the option to enter into a transaction on the same terms and conditions as those offered by a third party. Essentially, it allows the party with the right of first refusal to match or exceed an offer made by a third party before the transaction can proceed.

From a legal standpoint, the right of first refusal is a valuable tool for both franchisors and franchisees, as it helps maintain control and allows for a fair and transparent process when it comes to the sale or transfer of a franchise business.

How Does the Franchisor’s Right of First Refusal Work?

When a franchisee receives an offer to purchase or transfer their business, they are typically required to notify the franchisor of the terms and conditions of the offer. Upon receiving this notice, the franchisor has a specified period of time, as outlined in the franchise agreement, to exercise their right of first refusal.

If the franchisor decides to exercise their right of first refusal, they must match or exceed the offer made by the third party. By doing so, they effectively prevent the transaction between the franchisee and the third party from proceeding, and the franchise business remains under the control of the franchisor.

On the other hand, if the franchisor decides not to exercise their right of first refusal, the franchisee is free to proceed with the transaction as outlined in the offer received from the third party.

Benefits and Drawbacks of Including a Right of First Refusal Clause

The inclusion of a right of first refusal clause in a franchise agreement offers numerous benefits to both franchisors and franchisees. However, it is essential to understand the potential drawbacks associated with this provision as well.

One of the most significant benefits of including a right of first refusal clause is that it allows franchisors to maintain control over their brand and ensure that the franchisee’s business is transitioned to a qualified replacement. This control helps protect the franchisor’s reputation and maintain consistency across their franchise system.

For franchisees, the right of first refusal can provide peace of mind, knowing that they have a ready and willing buyer for their business. Additionally, it can also help protect their investment by preventing the franchise from falling into the hands of an inexperienced or unqualified individual.

However, there are potential drawbacks to consider. For franchisors, exercising the right of first refusal requires careful assessment of the financial implications and operational considerations of acquiring the franchise business. Moreover, the franchisor may need to manage the transition process and ensure the new franchisee is properly trained and prepared for success.

Franchisees, on the other hand, may view the right of first refusal as a limitation on their freedom to sell or transfer their business. They may also find themselves in a challenging position if the franchisor decides not to exercise their right of first refusal and the transaction with the third party falls through.

Navigating the Complexities of the Franchisor’s Right of First Refusal

The franchisor’s right of first refusal can be a complex and nuanced aspect of a franchise agreement. It is crucial for all parties involved to fully understand its implications and carefully negotiate its terms. Both franchisors and franchisees should consult legal professionals experienced in franchise law to ensure they navigate the complexities of this provision successfully.

Franchisees must be aware of the specific requirements and notice periods associated with the right of first refusal, as failing to adhere to these can result in potential disputes or even legal ramifications. Moreover, franchisees should thoroughly evaluate potential buyers and their offers to ensure they comply with the requirements outlined in the franchise agreement.

Franchisors, on the other hand, should establish clear guidelines and criteria for exercising their right of first refusal. They must consider the financial implications, operational requirements, and potential impact on the franchise system before making a decision. By maintaining transparent communication with franchisees and providing support throughout the process, franchisors can foster a positive and cooperative environment.

Understanding the Scope and Limitations of the Franchisor’s Right of First Refusal

While the right of first refusal can be a powerful tool for franchisors, it is not without limitations. Franchise agreements typically define the scope and limitations of the right of first refusal, providing clarity on scenarios in which the provision applies and exemptions where it does not.

For example, the right of first refusal may only apply to the sale or transfer of the franchise business but not to other changes, such as a change in ownership structure or the addition of new investors. Additionally, franchisors may have specific financial or operational criteria that must be met by potential buyers before the provision can be triggered.

Understanding these limitations and ensuring that they are clearly defined in the franchise agreement can help mitigate potential disputes and provide a framework for both franchisors and franchisees to navigate the right of first refusal with confidence.

Key Considerations for Franchisees Regarding the Right of First Refusal

For franchisees, it is essential to carefully consider the implications and potential impact of the right of first refusal before entering into a franchise agreement. Here are a few key considerations:

1. Notice Requirements: Understand the specific notice requirements and timeframes associated with the right of first refusal to ensure compliance.

2. Financial Implications: Consider the financial implications of potentially transferring or selling your franchise business, including the potential costs associated with exercising the right of first refusal.

3. Evaluation of Buyers: Evaluate offers from potential buyers carefully, ensuring they meet the criteria outlined in the franchise agreement and are qualified to operate the franchise business.

4. Communicate and Seek Guidance: Maintain open communication with the franchisor and seek legal advice to ensure a thorough understanding of your rights and obligations regarding the right of first refusal.

What Happens if a Franchisee Rejects the Franchisor’s Offer?

If a franchisee decides to reject the franchisor’s offer made in exercise of the right of first refusal, the transaction with the third party can proceed. However, it is important to note that each franchise agreement may have specific provisions outlining the consequences and potential remedies in such a scenario. Franchisees should carefully review their franchise agreements and seek legal advice to understand any potential obligations or consequences associated with rejecting the franchisor’s offer.

Addressing Potential Disputes Arising from the Right of First Refusal Clause

Disputes arising from the right of first refusal can be contentious and costly for both franchisors and franchisees. To address potential disputes, it is crucial to have a clearly defined right of first refusal provision in the franchise agreement. Consultation with legal professionals experienced in franchise law during the negotiation and drafting of this provision can help minimize future conflicts.

In the event of a dispute, engaging in open and transparent communication with the other party is essential. If a resolution cannot be reached through negotiation or mediation, it may be necessary to seek legal recourse and utilize the dispute resolution mechanisms provided within the franchise agreement.

Best Practices for Negotiating and Drafting a Right of First Refusal Provision

When negotiating and drafting a right of first refusal provision, both franchisors and franchisees should keep the following best practices in mind:

1. Seek Legal Counsel: Engage experienced franchise lawyers to ensure that the provision adequately protects the interests of both parties.

2. Define Triggering Events: Clearly outline the triggering events that will activate the right of first refusal provision, such as the sale, transfer, or assignment of the franchise business.

3. Notice Periods: Specify the notice requirements and timeframes within which the parties must notify each other of an offer and their intention to exercise the right of first refusal.

4. Financial Considerations: Address the financial implications associated with exercising the right of first refusal, including any costs or obligations that may arise.

5. Dispute Resolution Mechanisms: Establish clear dispute resolution mechanisms within the franchise agreement to address any potential conflicts or disagreements arising from the exercise of the right of first refusal.

Case Studies: Real-Life Examples Highlighting the Impact of the Franchisor’s Right of First Refusal

An examination of real-life case studies can provide valuable insights into the practical implications and impact of the franchisor’s right of first refusal. In-depth analysis of these examples can help franchisees and franchisors understand the potential scenarios that may arise and the outcomes that can be expected. These case studies highlight the significance of negotiating and drafting the right of first refusal provision with care and meticulous attention to detail.

The Evolution and Current Trends in Franchise Agreements’ Right of First Refusal Clauses

The right of first refusal clause in franchise agreements has evolved over time to accommodate changing business landscapes and market conditions. Franchise agreements have increasingly recognized the importance of striking a balance between the needs and interests of both franchisors and franchisees.

Current trends in right of first refusal clauses reflect a focus on ensuring transparency, upholding fairness, and maximizing the potential for successful transfers while protecting the brand integrity of the franchisor. It is important for franchisors and franchisees to stay informed about these trends and adapt their agreements accordingly to benefit from the evolving landscape of franchise relationships.

How to Protect Your Interests as a Franchisee with a Right of First Refusal

As a franchisee with a right of first refusal, there are several steps you can take to protect your interests:

1. Understand Your Franchise Agreement: Familiarize yourself with the right of first refusal provision and all its associated terms and conditions.

2. Seek Legal Advice: Consult with an experienced franchise lawyer to ensure you fully understand your rights, obligations, and potential consequences associated with the provision.

3. Maintain Open Communication: Keep the franchisor informed of your intentions, potential offers, and any changes to your business to facilitate a smooth process if the right of first refusal is exercised.

4. Evaluate Potential Buyers: Thoroughly assess potential buyers and their offers to ensure they meet the criteria outlined in the franchise agreement and possess the necessary qualifications to successfully operate the business.

Common Misconceptions about the Franchisor’s Right of First Refusal

There are several common misconceptions surrounding the franchisor’s right of first refusal that should be addressed:

1. Impediment to Selling the Business: The right of first refusal should not be seen as a complete impediment to selling or transferring a franchise business. It is designed to ensure a fair process and qualified replacement.

2. Automatic Exercise of the Right: The franchisor is not obligated to exercise the right of first refusal; rather, it provides them with the option to do so.

3. Infringement on Franchisee’s Rights: While the provision may impose certain limitations, it is essential to recognize that the right of first refusal helps protect the interests of both franchisors and franchisees.

By understanding the complexities, implications, and potential disputes surrounding the franchisor’s right of first refusal, both franchisors and franchisees can engage in more effective negotiations, draft comprehensive provisions, and navigate this aspect of franchise agreements with confidence. Adhering to best practices, seeking legal advice, and maintaining clear communication are key to ensuring a successful and harmonious relationship between franchisors and franchisees.

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Subpart 2 —Right of first refusal over RFR land

Interpretation, 127 interpretation.

In this subpart and Schedule 3 ,—

control , for the purposes of paragraph (d) of the definition of Crown body, means,—

for a company, control of the composition of its board of directors; and

for another body, control of the composition of the group that would be its board of directors if the body were a company

Crown body means—

a Crown entity, as defined in section 7(1) of the Crown Entities Act 2004; and

a State enterprise, as defined in section 2 of the State-Owned Enterprises Act 1986; and

the New Zealand Railways Corporation; and

a company or body that is wholly owned or controlled by 1 or more of the following:

a Crown entity:

a State enterprise:

a subsidiary or related company of a company or body referred to in paragraph (d)

dispose of , in relation to RFR land,—

to transfer or vest the fee simple estate in the land; or

to grant a lease of the land for a term that is, or will be (if any rights of renewal or extension are exercised under the lease), 50 years or longer; but

to avoid doubt, does not include—

to mortgage, or give a security interest in, the land; or

to grant an easement over the land; or

to consent to an assignment of a lease, or to a sublease, of the land; or

to remove an improvement, a fixture, or a fitting from the land

expiry date , in relation to an offer, means its expiry date under sections 130(2)(a) and 131

notice means a notice given under this subpart

offer means an offer by an RFR landowner, made in accordance with section 130 , to dispose of RFR land to the trustees

public work has the meaning given in section 2 of the Public Works Act 1981

related company has the meaning given in section 2(3) of the Companies Act 1993

RFR area means the area shown on SO 557498

RFR landowner , in relation to RFR land,—

means the Crown, if the land is vested in the Crown or the Crown holds the fee simple estate in the land; and

means a Crown body, if the body holds the fee simple estate in the land; and

includes a local authority to which RFR land has been disposed of under section 136(1) ; but

to avoid doubt, does not include an administering body in which RFR land is vested under section 137(1)

RFR period means the period of 181 years that starts on the settlement date

subsidiary has the meaning given in section 5 of the Companies Act 1993.

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COMMENTS

Can a Right of First Refusal Be Assigned?
52. At the other extreme, the parties' contract might expressly de-clare that the right of first refusal is personal, and courts will usually agree. But in Smith v Smith,3 the court held a right of first refusal to be assignable, even though the contract explicitly stated that it was personal and could not be assigned.
Examples of right of first refusal clauses in contracts
The Company's right of first refusal described below will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the "Listing Date"). 05/10/2019 (Mohawk Group Holdings, Inc.) Source.
Assignment of Right of First Refusal Sample Clauses
Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as ...
What Is Right of First Refusal (ROFR), and How Does It Work?
Right Of First Refusal: A right of first refusal is a contractual right of an entity to be given the opportunity to enter into a business transaction with a person or company before anyone else ...
Right of First Refusal Contract Clauses (659)
Subject to the terms and conditions contained in this Section 2.1, the Company hereby grants to each Investor who owns shares of Registrable Securities the right of first refusal to purchase such Investor's Pro Rata Portion of any New Securities which the Company may, from time to time, propose to issue and sell. (b) Notice of Right.
Assignment; Right of First Refusal Sample Clauses
Assignment; Right of First Refusal. Section 14: (a) Tenant may not assign this Lease or sublet the Demised Premises to any other person, partnership or corporation without written consent of Landlord, which consent shall not be unreasonably withheld. Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer ...
Assignment of the Right of First Refusal Sample Clauses
Sample Clauses. Assignment of the Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time, whether or not the Optionee has attempted a transfer, to one (1) or more persons as may be selected by the Company. Assignment of the Right of First Refusal. In the event the Company is unable to exercise ...
What Is a Right of First Refusal Clause?
A right of first refusal (ROFR) clause is a conditional provision within a larger agreement that grants the holder a preferential right to acquire or purchase an asset before it is offered to third parties. The clause outlines the terms and circumstances under which the ROFR may be exercised, including notice periods, offer terms, and response ...
Right of First Refusal Agreement: All You Need to Know
The right of first refusal agreement grants one party the opportunity to purchase a property or asset before it is offered to others, usually on the same terms. If the party with the ROFR declines to enter a deal, the seller may accept alternative offers. A right of first refusal agreement is common in real estate leases since it allows renters ...
Right of First Refusal: How It Works, Triggers, Examples (2023)
The home owner and lawyer agree on right of first refusal elements such as purchase price, time limit, and any remedies in the event of a breach of contract. The real estate lawyer documents all the details, which is then added into the lease agreement. The homeowner and tenant agree and sign the contract.
Issues to Consider in Rights of First Refusal
Issues to Consider in Rights of First Refusal. Print to PDF. October 16, 2017. People often talk about giving or getting a Right of First Refusal ("ROFR") in real estate transactions. But what is a ROFR? A simple definition might be: If the owner of the property decides to sell the property, then the person holding the ROFR gets the opportunity ...
PDF Options, Rights of First Refusal, and Rights of First Opportunity
A Right of First Refusal is a contractual right between an owner of real property (the "Owner") and a potential purchaser of real property ... therefore, most agreements containing a Right of First Refusal will limit or prohibit assignment). Chapter 2Options, Rights of First Refusal, and Rights of First Opportunity
Contract Law: Assignment, Novation, and Right of First Refusal
In a case where the non-assigning party is of the right of first refusal, the assigning party should inform the non-assigning party of the offered assignment and the proposed assignee.
PDF When Do Rights of First Refusal Constitute an Unenforceable Restriction
The first case to address the application of section 365(f) to a right of first refusal was In re Mr. Grocer in 1987. As noted above, the Grocer court interpreted section 365(f) as per se rendering a right of first refusal unenforceable. In this regard, the court concluded: It is hard to imagine any restriction or condition upon assignment of a ...
What Is a Right of First Refusal in Real Estate?
In real estate, right of first refusal is a provision written into a lease or other agreement. It gives a potentially interested party—say, you—the right to buy a property before the seller ...
Understanding the Franchisor's Right of First Refusal in Your Agreement
The right of first refusal is a provision that grants the franchisor the option to match or exceed any offer made by a third party to purchase or transfer a franchisee's business. This provision serves two crucial purposes in a franchise agreement. ... or assignment of the franchise business. 3. Notice Periods: ...
Right of first refusal
A right of first refusal clause for inclusion in a commercial contract. The clause requires the grantor of the right to offer contract terms to the grantee before it can conclude a contract on the same terms with a third party. Get full access to this document with a free trial.
ASSIGNMENT & FIRST RIGHT OF REFUSAL Sample Clauses
ASSIGNMENT & FIRST RIGHT OF REFUSAL. 17.1 Contractor may not assign or otherwise convey Contractor's rights and/or obligations under this Agreement without obtaining County's prior written consent, which consent County may withhold, limit and/or condition in County's sole discretion.Any consent by the County under this Section shall be by written amendment to the Agreement in a form and ...
Whakatōhea Claims Settlement Act 2024 No 15, Public Act Subpart 2—Right
Subpart 2 —Right of first refusal over RFR land. ... to consent to an assignment of a lease, or to a sublease, of the land; or (iv) to remove an improvement, a fixture, or a fitting from the land. expiry date, in relation to an offer, means its expiry date under sections 130(2)(a) and 131.
628DirtRooster
Welcome to the 628DirtRooster website where you can find video links to Randy McCaffrey's (AKA DirtRooster) YouTube videos, community support and other resources for the Hobby Beekeepers and the official 628DirtRooster online store where you can find 628DirtRooster hats and shirts, local Mississippi honey and whole lot more!
Flag of Elektrostal, Moscow Oblast, Russia : r/vexillology
601K subscribers in the vexillology community. A subreddit for those who enjoy learning about flags, their place in society past and present, and…
Flag of Elektrostal, Moscow Oblast, Russia : r/vexillology
596K subscribers in the vexillology community. A subreddit for those who enjoy learning about flags, their place in society past and present, and…
Assignment of Rights of First Refusal Sample Clauses
Assignment of Rights of First Refusal. The right of first refusal----- granted under this Section 2 may only be assigned by a Rightholder to a transferee or assignee if the Rightholder transfer at least 40,000 shares (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) of the Company's ...
Trump's lawyers ask NY judge who oversaw civil fraud case to ...
Lawyers for Donald Trump asked the New York judge who ordered the former president to pay nearly half a billion dollars to recuse himself from the case alleging the judge engaged in "prohibited ...
State Housing Inspectorate of the Moscow Region
State Housing Inspectorate of the Moscow Region Elektrostal postal code 144009. See Google profile, Hours, Phone, Website and more for this business. 2.0 Cybo Score. Review on Cybo.
Israel to 'strengthen' Jewish settlements in West Bank after countries
The Assignment with Audie Cornish ... a move motivated at least in part by Prime Minister Benjamin Netanyahu's open refusal to commit to a two-state solution. ... Israel's far-right finance ...