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z of r, vfr After recording please return to: Trent R. Sidders Cline Williams Wright Johnson & Oldfather, LLP 233 South 13th Street, Suite 1900 Lincoln, NE 68508 I t I MEMORANDUM OF RIGHT OF FIRST REFUSAL This Memorandum of Right of First Refusal ( "Memorandum ") is effective as of the 15th day of July, 2013, by and between NEBCO, Inc., a Nebraska corporation ( "Grantor") and Chief Industries, Inc., a Delaware corporation ( "Grantee "). 1. Property. Grantor and Grantee entered into that certain Real Estate Purchase Agreement ( "Agreement ") dated as of May 20, 2013, in which Grantor purchased the real estate legally described as: Lots One (1) and Two (2) •.p Chief /Westgate Subdivision, Grand Island, Hall County, Nebraska (the "Property ") from Grantee. 2. Right of First Refusal. Grantee has been granted a right of first refusal to purchase the Property. It is acknowledged and agreed that Grantee shall have the right of first refusal to match any bona fide third party offer to purchase the Property at a price and on terms deemed acceptable to Grantor. Grantor shall give Grantee written notice of any such acceptable offer. Grantee shall have a period of thirty (30) days after receipt of the written notice in which to elect to purchase the Property at the price and on the terms set forth in the offer. If Grantee shall fail to elect to purchase the Property within the time period specified, Grantor shall be free, for a period of ninety (90) days thereafter, to sell the Property to the third party identified in the offer at the same price and on the same terms and conditions as set forth therein. If the Property is sold to such third party at the price and on the terms set forth in the offer within such ninety (90) day period, then Grantee's right of first refusal under the Agreement shall terminate and Grantee agrees to execute such documentation as may be reasonably required to document such termination. If the Property is not sold to the third party making the offer at the price and on the terms set forth therein within such ninety (90) day period, then the rights hereunder shall not terminate and Grantor shall give written notice to Grantee of any subsequent bona fide offer from any third party that is acceptable to Grantor and all of the terms of the Agreement shall continue in effect as to any such subsequent offer. The right of first refusal shall terminate at such time as Grantee no longer owns fee title to either Lot 3 or Lot 4 in the Chief /Westgate Subdivision, Grand Island, Hall County, Nebraska.