Right of First Refusal Agreement Template

This Right of First Refusal Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Owner/Seller: [Legal Name], address: [Address] (“Owner”).
ROFR Holder: [Legal Name], address: [Address] (“Holder”).

1. Covered Asset/Interest

1.1 This Agreement applies to (select one):
☐ Real property located at: [Address] (legal description attached as Exhibit A)
☐ Shares/membership interests in: [Company name], representing [__]% (the “Interest”)
☐ Other asset: [Describe]

2. Triggering Event

2.1 This ROFR is triggered when Owner intends to sell or transfer the Covered Asset/Interest to a third party and receives (or is prepared to accept) a bona fide written offer (the “Third-Party Offer”).
2.2 Permitted Transfers (Optional): This ROFR does not apply to transfers to: ☐ affiliates ☐ family members ☐ estate planning trusts ☐ entity restructurings ☐ other: [List], subject to any conditions: [__].

3. Notice of Offer

3.1 Owner must provide Holder written notice of the Third-Party Offer (the “ROFR Notice”) within [__] days after receipt.
3.2 The ROFR Notice must include:

• copy of the Third-Party Offer (redacted for confidential third-party info if needed)

• purchase price and material terms

• proposed closing date

• any contingencies

• identity of the third-party buyer (optional)

4. Exercise of ROFR

4.1 Holder may exercise the ROFR by delivering written notice to Owner within [__] days after receiving the ROFR Notice (the “Exercise Period”).
4.2 If Holder exercises, Holder agrees to purchase on the same material terms as the Third-Party Offer, subject to: [any permitted adjustments, e.g., assignment restrictions].

5. Closing

5.1 Closing will occur on the date stated in the Third-Party Offer or, if not practical, within [] days after Holder’s exercise notice.
5.2 Closing mechanics: ☐ escrow ☐ wire ☐ title company ☐ other: [].
5.3 Costs: [allocation of escrow/title/recording fees].
5.4 Condition of asset/representations: [as-is or standard reps].

6. If Holder Does Not Exercise

6.1 If Holder does not exercise within the Exercise Period, Owner may sell to the third party on terms no more favorable than the Third-Party Offer.
6.2 If Owner does not close with the third party within [__] days, or the terms materially change, Owner must re-offer the ROFR to Holder.

7. Confidentiality (Optional)

7.1 Holder will keep the Third-Party Offer terms confidential, except to advisors and as required by law.

8. Term

8.1 This ROFR begins on the Effective Date and ends: ☐ on [Date] ☐ upon sale of the asset ☐ upon termination of [related agreement] ☐ other: [__].

9. Notices

9.1 Notices must be in writing and delivered to the addresses above.

10. Governing Law

10.1 This Agreement is governed by the laws of [State/Country].

11. Entire Agreement

11.1 This Agreement is the entire agreement regarding the ROFR.

Signatures

Owner/Seller: [Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________

ROFR Holder: [Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________