EXHIBIT N
RIGHT OF FIRST REFUSAL AND IRREVOCABLE PROXY
This Agreement, providing for the Right of First Refusal and
Irrevocable Proxy, dated as of March 12, 2001, (this "Agreement") is made
by and between Xxxxx X. Xxxxx ("Xxxxx") of Palm Beach Florida and Xxxxxxxxx X.
Xxxxx ("Furth") of San Francisco.
RECITALS
X. Xxxxx is the record and beneficial owner of 678,200 shares of common
stock, par value $0.10 per share, (the "Shares") of BF Enterprises,
Inc., a Delaware corporation (the "Company"). Such shares owned by
Furth, any and all Shares beneficially owned (as defined by Rule 13d-3
under Section 13d of the Securities Exchange Act of 1934, as amended)
by Furth (but excluding 11,800 shares held by the Furth Foundation) or
held by transferees permitted under Sections 3.4 (i), (ii) and
(iii) during the term of this Agreement are referred to herein as the
"Subject Shares."
X. Xxxxx is the Chairman of the Board of Directors and Chief Executive
Officer of the Company, and Xxxxx may be deemed the beneficial owner
of at least 1,183,378 Shares of the Company including all presently
exercisable options held by Xxxxx.
C. Since approximately 1987, Furth has granted to Xxxxx a right of first
refusal and irrevocable proxy with respect to the Subject Shares.
X. Xxxxx and Furth desire to extend the term of the existing Right Of
First Refusal And Irrevocable Proxy, dated as of May 25, 1996
(the "Existing Agreement"), with respect to the Subject Shares, for an
additional four (4) years ending May 31, 2005.
AGREEMENT
In consideration of the Recitals, the payment by Xxxxx to Xxxxx of
$100 contemporaneously with the execution and delivery hereof, the
agreements set forth herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
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1. The term of the Existing Agreement is hereby extended for a
term of an additional (4) years ending May 31, 2005.
2. Except as expressly modified by paragraph 1, above, the
Existing Agreement, and all of the terms and conditions thereof, remain in
full force and effect for a term ending May 31, 2005.
IN WITNESS WHEREOF, Furth and Xxxxx have caused this
Agreement to be duly executed as of the day and year first above written.
/s/ Xxxxx X. Xxxxx
____________________________
Xxxxx X. Xxxxx
/s/ Xxxxxxxxx X. Xxxxx
____________________________
Xxxxxxxxx X. Xxxxx
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