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THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), dated and effective as of the ____ day of __________, 20__, is made by and between Nascent Applied Methods & Endeavors/A-Square Technology Group (NAME-R&DJV), (the "Nascent Applied Methods & Endeavors/A-Square Technology Group (NAME-R&DJV)") and Investor, (the "Stakeholder").

 

Recitals.  Nascent Applied Methods & Endeavors owns certain Property or Stakeholder’s Interest as more particularly described as Appendices - A - M attached hereto and incorporated by this reference, located in Los Angeles, California (the “Nascent Applied Methods & Endeavors/A-Square Technology Group Global R&D Joint-Venture”). Nascent Applied Methods & Endeavors/A-Square Technology Group desires to give, grant, bargain, sell, and convey to Investor certain rights to purchase the Property or Stakeholder’s Interest on the terms and subject to the conditions set forth herein. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Right of First Refusal.  In the event Nascent Applied Methods & Endeavors/A-Square Technology Group shall receive a bona fide offer for the purchase of the Property or Stakeholder’s Interest at anytime after the date hereof [and before the Expiration Date as hereinafter defined], and the offer of purchase shall be acceptable to Nascent Applied Methods & Endeavors/A-Square Technology Group, Nascent Applied Methods & Endeavors/A-Square Technology Group will not sell the Property or Stakeholder’s Interest or any portion thereof without first offering the Property or Stakeholder’s Interest to Investor pursuant to this paragraph. Nascent Applied Methods & Endeavors/A-Square Technology Group shall give Investor the right to purchase the Property or Stakeholder’s Interest at an agreed upon price of which, is reflective of a pending investment to initiate an underwriting proposal to assist Nascent Applied Methods & Endeavors/A-Square Technology Group in an initial $3.2 Billion Global IPO R&D Joint-Venture and on the initial terms of the offer so made and listed as Exhibit – A of this document. This right shall be extended by Nascent Applied Methods & Endeavors/A-Square Technology Group (NAME-R&DJV) giving written notice of the offer by registered mail to Investor, requiring Investor to accept the offer in writing and to sign a purchase agreement within forty-five (45) days after the mailing of the notice. In the event that Investor does not purchase the Property or Stakeholder’s Interest on the terms set forth above, then the Right of First Refusal granted herein shall lapse.

 

2. Burdens and Benefits.  The covenants and agreements contained herein shall be binding upon and insured to the benefit of the successors and assigns of the respective parties hereto. No party may assign this Agreement without the consent of the other party.

 

3. Severability of Provisions.  Each provision of this Agreement shall be considered severable, and if for any reason any provision that is not essential to the effectuation of the basic purposes of the Agreement is determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of this Agreement that are valid.

 

4. No Continuing Waiver.  None of the parties hereto shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such party. The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.

 

5. Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the United States and the European Economic Union, without regard to principles of conflicts of laws.

 

6. Binding Agreement.  This Agreement shall be binding on the parties hereto, and Acquiring the Property or Stakeholder’s Interest to Investor’s heirs, executors, personal representatives, successors and assigns.

 

7. Headings.  All headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any provision of this Agreement.

 

8. Terminology.  All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, shall include all other genders, the singular shall include the plural, and vice versa as the context may require.

 

9. Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart. IN WITNESS WHEREOF, the parties have executed this Right of First Refusal Agreement as of the date first above written.

 

 

 

 

William E. Fields:

 

______________________________________________________

GCNO/Director                                                      Date

 

 

Investor:

 

______________________________________________________

Director                                                                   Date

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