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01/27/2014 14:48 FAX 9703784823 Loloff Const Inc 1&0002/0009 <br />�i r ff 'I' <br />F �. <br />AGREEMENT GRANTING A RIGHT OF :FIRST.:REFUSAL <br />(For the purchase of Greeley Irrigation Company Stock) <br />This Agreement, Granting a Right- of First Refusal (First Right) for the purchase of <br />Greeley'lrrigation Company (GIC) Stock is entered into and effective as of the January 30, <br />2014, by and. betwee'n' the David H. Scheopner and Teresa L. Scheopner 2:101 East 24th <br />Street' Greeley, Colorado, Grantor, and Loloff Construction,,. P:O, Box 518, Kersey, <br />Colorado, Grantee. <br />RECITALS AND REPRESENTATIONS ' , . <br />WHEREAS, Grantee has }purchased from Grantor 1 share of GIC stock which will be <br />represented by a new stock certificate issued to Purchaser out -of existing: Certificate lNo. <br />3327 for 5 shares owned by. Grantor pursuant to that certain Specific Performance <br />Contract for water rights between the parties.dated January 28, 2014; and <br />- WHEREAS, Grantor represents. that they are the owners of four. (5) shares of GIC <br />represented by share certificate number 5332" and the water derived therefrom (the <br />Subject Water Rights) and theland upon which was historically irrigated by the four 61C. <br />shares (property), the legal description of which is contained in Exhibit "A" attached <br />hereto; and <br />WHEREAS, Grantee desires to .obtain from Grantor a Right of First Refusal with <br />respect to the :purchase of ail. or part of the remaining Subject. Shares (4 GIC, -shares) <br />and /or property, -and Grantor desires to grant.said First Right to- Grantee upon the terms <br />and conditions hereinafter described, for term of 5 years from, the date of execution of this <br />Agreement; and <br />WHEREAS, Grantor and Grantee agree that any sale and purchase of all or part of <br />the Subject Shores and /or property hereinafter executed in accordance with the terms of <br />this First Right shall include (a) conveyance of unencumbered- marketable title to the shares <br />and /or property, (b). the execution and delivery or assignment by Grantor to Grantee of a <br />valid and enfor6eable 'dry -up covenant running with .the* property, and (c) a.-covenant by <br />Grantor to cooperate in any subsequent change of water rights proceeding, related to the <br />Subject Shares that may hereafter be initiated by Grantee in the Water Court. <br />NOW THEREFORE; in consideration of the foregoing, recitals and representations <br />and in consideration of the covenants, promises, payments and agreements herein set <br />forth, the ,adequacy, sufficiency and receipt of which are hereby acknowledged, the <br />1 1 Page <br />