EXHIBIT O
RIGHT OF FIRST REFUSAL AGREEMENT
This Agreement, made as of the 24th day of March, 1998, by and between
XXXXX X. XXXXX ("Xx. Xxxxx") and X. XXXXXXX POST ("Stockholder").
In consideration of the mutual covenants contained herein and other
good and valuable consideration, Stockholder and Xx. Xxxxx agree as follows:
1. In the event Stockholder proposes to sell any shares of BF
Enterprises, Inc. $.10 par value common stock ("Stock") which
Stockholder now or hereafter owns to any person or entity,
Xx. Xxxxx shall have a right of first refusal to purchase such
shares of Stock as hereinafter set forth. Xx. Xxxxx shall not
have a right of first refusal with respect to a transfer of
Stock by Stockholder (i) as a result of, or in connection
with, any cash tender offer, merger or other business
combination which has been approved by a majority of the Board
of Directors of BF Enterprises, Inc., (ii) to, or for the
benefit of, one or more of Stockholder's family members, or
(iii) by reason of a charitable contribution to an institution
or organization of a type described in Section 170 (c) of the
Internal Revenue Code of 1986, as amended, or corresponding
provisions of any subsequently enacted federal tax laws.
2. If Stockholder desires to sell shares of Stock then he shall
give written notice in substantially the form of Exhibit A
attached hereto (the "Notice") to Xx. Xxxxx describing fully
the proposed sale, including the number of shares proposed to
be sold and the proposed sale price or method of determining
the proposed sale price.
3. Xx. Xxxxx shall have the right to purchase the shares subject
to the Notice on the terms of the proposed sale referred to in
the Notice by delivery to Stockholder of written notice of
exercise of the right of first refusal within three business
days following the effective date of the Notice.
4. If Xx. Xxxxx exercises his right of first refusal within such
three business day period, the parties shall consummate the
purchase and sale of the shares subject to the Notice as
expeditiously as possible but in any event no later than seven
business days following the effective date of the Notice.
5. If Xx. Xxxxx fails to exercise his right of first refusal
within such three business day period, Stockholder may
conclude a sale of the shares subject to the Notice on
the terms and conditions described in the Notice during the
period ending 120 days following the effective date of the
Notice (the "Sale Period").
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6. Any proposed transfer on terms and conditions different from
those described in the Notice, as well as any proposed
transfer subsequent to the Sale Period on the terms and
conditions of the Notice, shall again be subject to
Xx. Xxxxx'x right of first refusal and shall require
compliance by Stockholder with the procedure described above.
7. Any notice required to be made pursuant to this Agreement,
including the Notice, shall be in writing and be deemed to be
effective when delivered in person or one business day
following deposit in the mails, postage prepaid, addressed as
set forth below (and as may be amended), unless and until one
of the parties shall have specified another address by means
of notice effective hereunder:
If to Xx. Xxxxx:
Xxxxx X. Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
If to Stockholder:
X. Xxxxxxx Post
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
8. This Agreement may be terminated by either party at any time
after December 31, 2001 upon not less than ten days' written
notice to the other party.
9. This Agreement (i) shall be governed by and construed in
accordance with the laws of the State of California applicable
to contracts entered into and wholly to be performed within
the State of California by California residents, and (ii)
shall not be assignable by either party without the written
approval of the other party.
Agreed to as of the date first above written.
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
/s/ X. Xxxxxxx Post
-------------------------------
Stockholder
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EXHIBIT A
Xx. Xxxxx X. Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxx:
This is to notify you, in accordance with the provisions of our Right
of First Refusal Agreement dated March 24, 1998 (the "Agreement"), of my desire
to sell the number of shares of BF Enterprises, Inc. common stock set forth
below on the terms and subject to the conditions indicated:
[check and complete applicable description]
____ 1. Open market sale through a broker of ________ shares at the
market but not less than $_______ per share.
____ 2. Private sale of _______ shares at a price of $_________ per
share, payable as follows:
__________________________________________________
__________________________________________________
__________________________________________________
____ 3. Transfer of ________ shares, other than by open market or
private sale, on the following terms (including the method of
determining the transfer value of the shares):
___________________________________________________
___________________________________________________
___________________________________________________
I understand that if you do not exercise your right of first refusal
pursuant to the Agreement within three business days of the effective date of
this notice, I may conclude the sale described above.
Dated: ___________________ Sincerely,
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