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01/27/2014 14:49 FAX 9703784823 Loloff Const Inc ?0003/0009 <br />parties agree as follows: <br />1'_ Incorporation of Recitals. The Recitals set forth above are :hereby <br />incorporated into and made a part of this First:Right. <br />2. Grant. Grantor hereby grants to Grantee t4 a right; option and privilege to <br />purchase the Subject Shares- and /or property, together with any <br />appurtenances thereto, on the following terms and conditions: <br />....3. Term. The*term of: this First Right (Term)-shall, commence on January 30, 2014 <br />and shall continue until February 1, 2019 at which time it shall automatically <br />terminate. <br />4. Offer. if during the Term, Grantor shall receive a bona fide offer. of <br />intent or proposal (each of the foregoing being hereinafter referred to as an <br />"Offer".) ,for the 'purchase of all or a portion of the GIC Shares: (the' Offered <br />Shares), and /or the property which Offer Grantor desires'to,accept,. Grantor <br />shall give written notice thereof to Grantee (such notice hereinafter. referred <br />to as the "Offer, Notice "). <br />5- Offer Notice. The Offer Notice shall contain the name and address of the <br />proposed purchaser, a description of the Offered Shares and /or property, <br />an exact.copy of the terms and conditions,of-the Offer, and',on offer.,to sell <br />the Offered Shares and /or property. to Grantee upon substantially the some <br />terms and conditions as set forth in the Offer-Notice. <br />6.. Response /Acceptance: Grantee shall have a period of fifteen 05) days <br />after receipt of the Offer Notice within. .which to agree in writing (the <br />"Acceptance Notice ") to enter into a purchase agreement for the Offered <br />Shares and /or property substantially in. accordance with the terms of the <br />Offer Notice. and- to deliver to Grantor such Acceptance Notice, 'duly <br />executed by Grantee. <br />a. If, within such time, Grantee, fails to deliver to .Grantor Grantee's <br />Acceptance Notice, Grantee's rights ' hereund°er. shall thereupon be <br />deemed immediately and irrevocably terminated. and of no further <br />force or effect with respect solely and exclusively to those Subject <br />Shares and /or property included as part-. of the- Offered Shares <br />and /or property covered by said 'Offer Notice, and Grantor shall be <br />