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<br /> <br />Exhibit B-2 <br /> <br />MEMORANDUM OF RIGHT OF FIRST REFUSAL AGREEMENT <br /> <br /> THIS MEMORANDUM OF RIGHT OF FIRST REFUSAL AGREEMENT (this <br />“Memorandum”) is dated as of this ______ day of ___________________, ______, to <br />provide notice of that certain Right of First Refusal Agreement between <br />____________________________ (“Grantor” or “Owner”) and the City of Everett, a <br />Washington municipal corporation (“Grantee”). <br /> <br />1. Right of First Refusal. Pursuant to that certain Right of First Refusal <br />Agreement between Grantor and Grantee dated _______________ ____, _____ (the <br />“Agreement”) and subject to the terms and conditions therein, Grantor has granted Grantee <br />a right of first refusal to purchase the real property situated in ______________, <br />Washington, legally described on Exhibit A attached hereto (the “Property”). <br /> <br />2. Purpose of Memorandum. This Memorandum is prepared for the purpose of <br />recording the existence of the Agreement and giving notice thereof to prospective <br />purchasers of the Property. <br /> <br /> <br />[signatures and acknowledgement on following pages(s)] <br />