| name | rofr-co-sale |
| title | Right of First Refusal and Co-Sale Agreement |
| description | Drafts Right of First Refusal and Co-Sale Agreements for venture-backed and closely-held companies. Establishes ROFR mechanics, tag-along/co-sale rights, transfer restrictions, and permitted transfer carve-outs aligned with NVCA standards. Use when drafting ROFR agreements, co-sale agreements, tag-along rights, share transfer restrictions, or investor protective provisions in venture capital, private equity, or startup financing transactions. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/rofr-co-sale |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting","transactional"] |
Right of First Refusal and Co-Sale Agreement
Drafts an enforceable ROFR and Co-Sale Agreement controlling share transfers and preserving existing shareholders' ownership rights and liquidity participation.
Prerequisites
- Company details — legal name, jurisdiction of incorporation, authorized and outstanding capitalization (all classes/series)
- Party schedule — founders, investors, and other key holders with share counts and classes
- Financing context — related transaction (e.g., Series A SPA, Investors' Rights Agreement, Voting Agreement) and any existing transfer restrictions
- Governance documents — certificate of incorporation, bylaws, any prior ROFR or co-sale agreements being restated
- Threshold parameters — Major Holder ownership threshold, exercise periods, required consent percentages
If any prerequisite is missing, pause and ask — do not assume or fill gaps.
Output Structure
1. Preamble, Recitals & Definitions
Draft preamble identifying Company, Founders, and Investors with effective date, transaction context, and consideration acknowledgment. Define the following terms:
| Term | Scope |
|---|
| Transfer | Any sale, assignment, pledge, hypothecation, gift, encumbrance, or disposition — voluntary or involuntary |
| Shares | All classes/series covered (typically Common and Preferred on as-converted basis) |
| Major Holder | Ownership threshold (market standard: ≥1% of outstanding) |
| Permitted Transfer | Affiliates, family trusts, estate planning vehicles, intestate succession, QDROs |
| Offering Notice | Written notice specifying: share count/class, proposed transferee identity, price, payment terms, all material terms |
| Exercise Period | Company primary period (standard: 30 days); Investor secondary period (standard: 15 days) |
| Overallotment Shares | Unexercised shares available to fully-participating Major Holders |
2. ROFR Mechanism
Draft the cascading ROFR process:
- Proposed Transferor delivers Offering Notice to Company + all Major Holders
- Company exercises primary ROFR (all or portion) within [30] days
- If Company declines any portion → Major Holders exercise secondary ROFR pro rata within [15] days
- Overallotment: fully-exercising Major Holders may purchase remaining shares
