Back-Up Offer Addendum

# Back-Up Offer Addendum This Back-Up Offer Addendum ("Addendum") is entered into as of ___________ and amends and supplements the Real Estate Purchase Agreement dated ___________ ("Purchase Agreement") between ___________ ("Back-Up Buyer") and ___________ ("Seller") for the real property located at ___________, ___________, ___________, ___________ ("Property"). All capitalized terms not defined herein have the meanings given in the Purchase Agreement. --- ## 1. Back-Up Position Back-Up Buyer and Seller acknowledge that the Property is currently under a separate, primary purchase contract ("Primary Contract") with a third-party buyer ("Primary Buyer"). The Purchase Agreement to which this Addendum is attached constitutes a back-up offer and shall be in the first back-up position ("Back-Up Position"). The Purchase Agreement is not effective as a primary binding sale contract unless and until it is promoted to primary position as described in Section 3. ## 2. Seller's Obligations During Waiting Period During the period from the execution of this Addendum until the Purchase Agreement is either promoted under Section 3 or terminated under Section 5 ("Waiting Period"), Seller shall: (a) promptly notify Back-Up Buyer of any material change in the status of the Primary Contract, including expiration, termination, or modification; (b) not accept any additional back-up offers without disclosing Back-Up Buyer's position in queue to any subsequent offeror; and (c) not take any action intended to artificially delay promotion of the Back-Up Offer or to disadvantage Back-Up Buyer. Seller retains the full right to enforce the Primary Contract, to pursue close with Primary Buyer, and to accept subsequent back-up offers in positions subordinate to Back-Up Buyer's position. ## 3. Promotion to Primary If the Primary Contract terminates for any reason ("Promotion Event"), Seller shall deliver written notice to Back-Up Buyer ("Promotion Notice") within ___________ hours of the Promotion Event. Upon Back-Up Buyer's receipt of the Promotion Notice, the Purchase Agreement shall automatically be promoted to primary status and shall be binding on both parties as a primary sale contract, subject only to the contingencies stated in the Purchase Agreement (including this Addendum). The new Effective Date of the Purchase Agreement for purposes of all contingency and closing deadlines shall be the date of Back-Up Buyer's receipt of the Promotion Notice, unless the parties agree otherwise in writing at the time of promotion. ## 4. Earnest Money Back-Up Buyer's earnest money deposit in the amount of ___________ shall be handled as follows: ___________ Escrow Holder: ___________ If the earnest money is held in trust pending promotion, Back-Up Buyer shall deliver the deposit to Escrow Holder within ___________ business days after receipt of the Promotion Notice. If Back-Up Buyer fails to deliver the earnest money within that period, Seller may treat the Purchase Agreement as terminated. If the Purchase Agreement is terminated under Section 5 and the earnest money has already been deposited, it shall be returned to Back-Up Buyer in full within ___________ business days.