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202203073 a written notice to Knuth with a copy of the written offer or offers to purchase, purchase agreement or purchase agreements which Clausen desires to accept and close for the purchase of all or any part of the Clausen Property at Knuth's address as hereafter indicated. The notice shall require Knuth to accept the offer for which notice is made in writing and to sign a suitable agreement to purchase that part or all of the Clausen Property for which such written notice was given within a period of thirty (30) days after the mailing of the written notice to Knuth by certified mail, return receipt required, or hand delivery to Knuth, whichever occurs first. 3. Method of Exercise. Upon receipt from Clausen of notice given in the manner provided, Knuth shall have thirty (30) days within which to elect to purchase all or that portion of the Clausen Property on the same terms and conditions set forth in Clausen's notice and to deposit earnest money with Clausen, Clausen's attorney, a real estate broker or escrow agent in an amount equal to that paid by the third -party purchaser. If Knuth notifies Clausen of Knuth's election to purchase the Clausen Property within such thirty (30) day period and deposits the required earnest money, then Clausen and Knuth shall schedule a closing within a period of thirty (30) days after Knuth's notice of election to purchase that part of the Clausen Property for which notice was given. If, after notifying Clausen of Knuth's election to purchase all or that part of the Clausen Property for which notice was given, Knuth fails to close such purchase in accordance with the provisions of this paragraph for any reason other than a default by Clausen or the failure to occur of a contingency provided for in the third -party offer, then (i) Clausen may exercise against Knuth any remedy provided for in the third -party offer, (ii) Knuth shall have no further rights under this Right of First Refusal with respect to the same or any subsequent offer to purchase the property for which such notice was given; and (iii) Clausen may proceed with the sale of the property to the third -party purchaser. 4. Closing. At the closing pursuant to any exercised right of first refusal, Clausen shall convey all or that part of the Clausen Property for which notice was given to Knuth in the manner required, and subject to any exceptions or encumbrances permitted by the terms of the third -party offer. The parties shall execute and deliver such other documents and take such other actions as would be required if Clausen were selling all or that part of the Clausen Property for which notice was given to the third -party offeror rather than to Knuth. 5. Failure to Exercise Right of First Refusal. If Knuth fails to notify Clausen of Knuth's election to purchase all or that part of the Clausen Property for which notice was given within the period specified, or fails within that period to deposit any required earnest money, or notifies Clausen that Knuth does not intend to exercise Knuth's rights under this Right of First Refusal with respect to the proposed transfer, then (i) Knuth shall, within ten (10) days after request by Clausen, execute and deliver a certificate confirming that Knuth has elected not to purchase all or that part of the Clausen Property for which notice was given, and (ii) Clausen may consummate the closing under the third -party offer within the time provided for in the offer or within ninety (90) days thereafter. If the closing under the third -party offer has not occurred within the time specified in the preceding sentence, then Clausen shall not sell all or that part of the Clausen Property for which notice was given to the third -party offeror without first reoffering it to Knuth in accordance with the provisions of this Right of First Refusal. Knuth's rights under this Right of First Refsual shall expire and be of no further effect following Clausen's transfer of all or any part of the Clausen Property to a third party after notice was given to Knuth as to all or that part of the Clausen Property for which notice was given. 6. Transfer to Related Parties. The conveyance by Clausen of all or any part of the Clausen Property to any issue of Clausen (as defined by Nebraska Probate Code §30-2209(23)), including Clausen's son, Adam Clausen, to any wholly owned Page 2 of 4