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Right of First Refusal and Co Sale Agreement

Draft ROFR and Co-Sale Agreements in Minutes

12 minutes with CaseMark

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Right of First Refusal and Co Sale Agreement

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Workflow

Right of First Refusal and Co Sale Agreement

Overview

Drafting Right of First Refusal and Co-Sale Agreements manually requires hours of research across NVCA model documents, careful coordination of complex transfer mechanics, and meticulous attention to definitions and cross-references. Corporate attorneys spend 4-6 hours per agreement ensuring compliance with venture capital standards while customizing terms for specific shareholder structures.

Drafting Right of First Refusal and Co-Sale Agreements manually requires hours of research across NVCA model documents, careful coordination of complex transfer mechanics, and meticulous attention to definitions and cross-references. Corporate attorneys spend 4-6 hours per agreement ensuring compliance with venture capital standards while customizing terms for specific shareholder structures.

CaseMark automates the entire drafting process by intelligently extracting company and shareholder details from your documents, applying NVCA-standard provisions, and generating comprehensive ROFR and Co-Sale Agreements in minutes. The platform searches authoritative legal resources, verifies standard language against best practices, and produces investor-ready documents with proper definitions, notice requirements, and transfer restrictions.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Preamble

  • Definitions

  • Right of First Refusal

  • Co-Sale Rights

  • Transfer Restrictions

  • Representations and Warranties

  • Miscellaneous Provisions

What it handles

  • Preamble

  • Definitions

  • Right of First Refusal

  • Co-Sale Rights

  • Transfer Restrictions

  • Representations and Warranties

  • Miscellaneous Provisions

Required documents

  • Company Information

    Articles of incorporation, company bylaws, or organizational documents containing entity details

    .pdf, .docx, .txt

  • Shareholder Details

    Cap table, shareholder list, or documents identifying founders, investors, and major holders

    .pdf, .docx, .xlsx, .csv

Supporting documents

  • Previous Shareholder Agreements

    Existing shareholder agreements, voting agreements, or prior ROFR documents for reference

    .pdf, .docx

  • Investment Term Sheet

    Term sheet or investment agreement outlining negotiated rights and restrictions

    .pdf, .docx

  • Transfer Restriction Policies

    Company policies or board resolutions regarding permitted transfers and restrictions

    .pdf, .docx

Why teams use it

Generate complete ROFR and Co-Sale Agreements in 12 minutes vs. 4+ hours manually

Automatically incorporate NVCA model document standards and venture capital best practices

Extract shareholder details and company information from uploaded cap tables and organizational documents

Ensure consistent definitions, proper cross-references, and compliant transfer restriction mechanisms

Access web-verified clauses from authoritative sources like NVCA, Delaware corporate law, and legal templates

Questions

How does CaseMark ensure ROFR agreements comply with NVCA standards?

CaseMark searches and incorporates provisions from NVCA model documents and authoritative venture capital resources during the drafting process. The platform verifies standard language against best practices from bar associations and legal template providers, ensuring your agreement aligns with industry-standard terms and structures.

Can I customize the transfer restrictions and permitted transfers?

Yes, CaseMark generates a comprehensive framework based on your uploaded documents and standard provisions, which you can then customize. The platform identifies entity-specific details from your cap table and shareholder documents, creating tailored restrictions while maintaining proper legal structure and cross-references.

What information do I need to provide to generate the agreement?

You'll need company organizational documents and shareholder information such as a cap table or shareholder list. Optional documents like previous shareholder agreements or investment term sheets help CaseMark create more tailored provisions, but the platform can generate a complete agreement with just basic company and shareholder details.

How long does it take to create a Right of First Refusal agreement?

CaseMark generates a complete ROFR and Co-Sale Agreement in approximately 12 minutes, compared to 4-6 hours of manual drafting. The platform handles research, clause selection, definition coordination, and document assembly automatically while you focus on strategic legal decisions.

Does the agreement include both ROFR and tag-along rights?

Yes, CaseMark drafts comprehensive agreements covering both Right of First Refusal mechanisms and Co-Sale (tag-along) rights. The platform ensures proper coordination between these provisions, including notice requirements, matching rights, exercise periods, and pro-rata participation calculations for non-selling holders.

What governing law and boilerplate provisions are included?

CaseMark includes standard miscellaneous provisions covering governing law, notice procedures, amendment requirements, severability, and termination conditions. The platform verifies boilerplate language against authoritative sources and can adapt provisions based on your jurisdiction and specific requirements.

Can CaseMark handle complex shareholder structures with multiple investor classes?

Yes, CaseMark extracts and processes shareholder details from your uploaded documents, accommodating multiple investor classes, founder shares, and major holder designations. The platform automatically structures definitions and rights provisions to reflect your specific cap table complexity while maintaining clear, enforceable language.

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