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201903960 1. Dallas hereby grants to Thomas a Right of First Refusal to purchase the interest of Dallas in the Real Estate, the terms of which are as set forth hereinafter. 2. Thomas grants to Dallas a Right of First Refusal to purchase the interest of Thomas in the Real Estate, the terms of which are as set forth hereinafter. 3. Either party who desires to transfer his interest (the "Selling Party") in any of the Real Estate owned by him may not transfer any such interest to a third party by sale, gift, or otherwise without first notifying the other party hereto (the "ROFR Party") in writing of his intent to do so. Said notice shall set forth the name of the buyer, the price, and the terms of sale. Upon receipt of such notice, the ROFR Party shall have the right to purchase the Selling Party's interest in the Real Estate described in the notice for the price established as set forth hereinafter. In the event that the ROFR Party elects to purchase the Selling Party's interest in the Real Estate being offered, he shall, within thirty (30) days after the receipt of said notice, notify the Selling Party in writing that he has elected to exercise his right hereunder to purchase the interest in the Real Estate being offered. In the event of the exercise of such Right of First Refusal, closing on the purchase by the ROFR Party shall occur within thirty (30) days after exercise of such right. The expenses of sale shall be borne by the parties in accordance with local custom; rents and real estate taxes shall be prorated. 4. The price to be paid by the ROFR Party to the Selling Party shall be determined as follows: A. Each party shall hire a licensed appraiser to appraise the Real Estate as if unimproved. B. The licensed appraisers shall appraise the improvements on the Real Estate separate from the underlying real estate. C. The parties shall provide to the appraisers evidence of their relative contributions to pay for the installation of improvements, and the appraisers shall utilize that information to determine a ratio of the contributions by Dallas, relative to the contributions by Thomas. D. The parties agree that the value of contributions by Dallas for improvements to the Real Estate through the date of this Agreement is Sixty Thousand Dollars ($60,000.00); and that the value of contributions by Thomas for improvements to the Real Estate through the date of this Agreement is Ninety Thousand Dollars ($90,000.00). The appraisers shall use the foregoing amounts, plus the amounts expended by the parties after the date of this Agreement to arrive at the total contributions by each party to pay for the installation of improvements on the Real Estate. E. The price which Thomas will pay to Dallas (assuming Dallas is the Selling Party) shall be 50% of the appraised value of the Real Estate as if unimproved (using the average of the two appraisals), plus the value of the improvements multiplied by the ratio of the cost of improvements provided by Dallas (using the average of the two appraisals). F. The price which Dallas will pay to Thomas (assuming Thomas is the Selling Party) shall be 50% of the appraised value of the Real Estate as if unimproved (using the average of the two appraisals), plus the value of the improvements multiplied by the ratio of the cost of improvements provided by Thomas (using the average of the two appraisals). 5. Should the ROFR Party fail to exercise this Right of First Refusal to purchase the Selling Party's interest in the Real Estate within said thirty (30) day period in the manner set 2