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Page 1 of 2 MEMORANDUM OF RIGHT OF FIRST REFUS Lot Two (2), Wolfe's Third Subdivision, in the City of Grand Island, Hall County, Nebraska c N) Cu l f--r Cam) -.7 n rT r r> CD Return to: Steele Law Office, Attn. Roger G. Steele, 638 N. Webb Road — Suite 2, P.O. Box 5104, Grand Island, NE 68802. Telephone: 308 -384 -7414. Fax: 308 - 384 -4126. This Memorandum of Right of First Refusal ( "Memorandum ") is executed effective the Iles day of J U.NQ , 2015, for the purpose of recording in the land records of Hall County, Nebraska. S &R Holding Co., L.L.C., a Nebraska limited liability company, (hereinafter "S &R ") and GIOPT, L.L.C., a Nebraska limited liability company (hereinafter "GIOPT ") certify as follows: 1. GIOPT has granted S &R a Right of First Refusal to purchase the real property described as: 2. The terms of the Right of First Refusal between GIOPT and S &R substantially provide as follows: Before GIOPT may sell the Property to a third party, GIOPT and S &R shall first mutually agree upon a Realtor from Grand Island, Nebraska, who will give an opinion of fair markt value of the Property. For purposes of this section, "fair market value" means the price which property will bring when offered for sale upon the open market as between a willing seller and buyer, neither being obligated to buy or sell. GIOPT and S &R shall each pay one -half (1/2) of the Realtor's fee for inspecting the Property and offering an opinion of fair market value. GIOPT shall then offer the Property to S &R based on the Realtor's opinion of fair market value. S &R shall have thirty (30) days during which to accept the offer. If S &R does not accept the offer within thirty (30) days, GIOPT shall be free to accept any third party's offer on the Property. 3. This Memorandum describes only selected terms of the Right of First Refusal. This Memorandum shall not, in any way, amend or supersede the terms and conditions of the agreement between GIOPT and S &R. IN WITNESS WHEREOF, the parties have executed this document as of the day and year first above written.