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200505532 In the event that either owner shall desire to sell, convey of transfer the aforesaid premises owned by said owner, or any part thereof, then such owner shall give the other owner the first right to purchase such property. In the event that a sale cannot be worked out between such parties, it is agreed that before such owner desiring to sell shall sell such property or any part thereof to a third party, such party desiring to sell shall give notice of pending proposal to to the other owner, addressed to the other owner, at it's or their principal place of business or residence, setting forth the terms of the proposed sale. The other owner shall then have thirty (30) days from the date of receiving said notice in which to match the terms of such third parties offer. Should the offeree exercise this option, both parties shall immediately enter into a written agreement to carry out the provisions of said offer and acceptance. Should the offeree not accept such offer within the 30 -day period, the other party may proceed to sell to such third party pursuant to such terms announced to the other party. In the event that such sale should not be consummated, this first right of refusal shall continue in the event similar circumstances should arise. 2. Notwithstanding any of the aforesaid agreements of the parties hereto, Gellatly may transfer all or part of his or their ownership of Gellatly' land aforesaid by gift, devise or descent to or for the benefit of himself, his wife, or issue of either party or spouses of such issue. Likewise, the interest of Back -Bar in such property may be transferred to S. N. Wolbach, his spouse or issue of S. N. Wolbach or spouses of such issue, without violating the terms of this agreement. 2