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BK: 2229 PG: 682 Grantor intends to sell the Property, or any interest therein or portion thereof, Grantor shall deliver to Grantee notice of such intent, and shall, in good faith, afford Grantee an opportunity to negotiate the acquisition of the Property, or such portion thereof or interest therein that Grantor intends to sell (herein "Grantee's First Negotiation Rights"). If Grantee cesires to negotiate the acquisition of the Property, or such portion thereof or interest therein, Grantee shall so notify Grantor within 30 days after receipt of Grantor's notice of intent. If Grantor and Grantee are unable, in good faith to agree to terms of an acquisition of the Property, or such interest therein or portion thereof as applicable, within 120 calendar days thereafter, Grantee shall send written notice thereof to Grantor ('Paragraph G Notice"). Thereafter, Grantor may sell the Property free of Grantee's First Negotiation Rights granted herein; provided, however, that closing on such sale shall occur within one year of the date of the Paragraph G Notice. If the Property, or such portion thereof or interest therein as is applicable, has not sold within one year after the Paragraph G Notice, then any intent to sell the Property thereafter shall require renewed notice to Grantee, and Grantee shalt comply with the notice obligations imposed herein. This right of notice shall not be triggered by sales or transfers between Grantor and lineal descendants of Grantor or entities in which Grantor owns a majority of the controlling interests. The right of notice granted herein applies to the original Grantor and to said original Grantor's successors and assigns. Any purchaser or transferee takes title to the fee encumbered by this Conservation Easement. G.1. Grantee acknowledges that there currently exists a Right of First Refusal dated March 1, 1999 between Triple "S` Cattle Company, a Florida corporation, predecessor in interest to Grantor hereunder and Padgett Creek LLC, , evidenced by that certain Notice of Right of First Refusal, dated March 4, 1999, and recorded in Official Records Book 1261, Page 1607, Public Records of Indian River County, Florida (the " Right of First Refusal"). The Right of First Refusal remains in full force and effect as of the date of the execution of this Deed of Conservation Easement. Grantee further acknowledges that Grantee's First Negotiation Rights are subordinate to the Right of First Refusal. Grantor and Grantee acknowledge and agree that, solely for the purpose of granting this Conservation Easement, the Property shall be released and discharged from the Right of First Refusal as more specifically set forth in that certain "Partial Release Of Lands Subject To Notice Of Right Of First Refusal ' executed in recordable from by and between Grantor hereunder and Padgett Creek LLC and recorded In Official Records Book _?2z'9 . Page G Y-1—, Public Records of Indian River County, Florida. Thereafter, any purchaser or transferee under the Right of First Refusal takes title to the fee encumbered by this Conservation Easement. G.2. in the event Grantee acquires fee interest in the Property, this Conservation Easement shall not merge into the fee simple estate, and Indian River County as Grantee covenants to take all necessary steps to assure that the estates do not merge. N. The right to be indemnified by Grantor for any and all liability, loss, damage, 60 240