Rofr Co Sale

Draft ROFR & Co-Sale Agreements in Minutes, Not Hours

12 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

Capitalization Table & Certificate of Incorporation
Party Schedule
Related Financing Documents

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's ROFR & Co-Sale Agreement skill automates the drafting of comprehensive Right of First Refusal and Co-Sale Agreements for venture-backed and closely-held companies. The AI generates NVCA-standard provisions covering cascading ROFR mechanics, tag-along rights, transfer restrictions, and permitted transfer exemptions tailored to your specific deal terms. The result is a polished, enforceable agreement ready for review and execution.

Drafting ROFR and Co-Sale Agreements manually requires painstaking attention to cascading exercise mechanics, multi-class share coverage, permitted transfer carve-outs, and coordination with related financing documents. Attorneys spend hours cross-referencing capitalization tables, prior agreements, and NVCA standards to produce a single agreement, with significant risk of inconsistencies and omissions.

CaseMark automates the entire drafting process by analyzing your capitalization documents, party schedules, and related financing agreements to generate a comprehensive, NVCA-aligned ROFR and Co-Sale Agreement. The AI handles complex cascading ROFR mechanics, overallotment calculations, and permitted transfer provisions, delivering a deal-ready document in minutes that you can review, customize, and export.

How it works

1. Upload your capitalization table, governance documents, and related financing agreements
2. AI analyzes party details, share classes, and transaction context to draft NVCA-aligned provisions
3. Review and customize ROFR mechanics, exercise periods, thresholds, and co-sale terms
4. Export the finalized agreement in your preferred format (DOCX, PDF)

What you get

Preamble, Recitals & Definitions
ROFR Mechanism
Co-Sale / Tag-Along Rights
Permitted Transfers & Exemptions
Transfer Restrictions & Procedures
Remedies & Enforcement
Miscellaneous & Signature Pages

What it handles

Cascading ROFR mechanism with company and investor exercise periods
Tag-along and co-sale rights with pro-rata allocation
Permitted transfer carve-outs for affiliates, trusts, and estate planning
NVCA-standard definitions and threshold parameters
Overallotment share mechanics for fully-participating holders
Transfer restriction enforcement and remedies provisions

Required documents

Capitalization Table & Certificate of Incorporation
Company's current capitalization table showing all share classes, series, and outstanding shares, along with the certificate or articles of incorporation
.pdf, .docx, .xlsx
Party Schedule
List of all founders, investors, and key holders with their respective share counts, classes, and contact information
.pdf, .docx, .xlsx
Related Financing Documents
Stock Purchase Agreement, term sheet, or other related transaction documents providing financing context
.pdf, .docx

Supporting documents

Prior ROFR or Co-Sale Agreements
Any existing ROFR, co-sale, or transfer restriction agreements being amended, restated, or superseded
.pdf, .docx
Investors' Rights Agreement
Related Investors' Rights Agreement for cross-reference of defined terms and protective provisions
.pdf, .docx
Bylaws
Company bylaws for consistency with governance provisions and transfer restriction mechanics
.pdf, .docx

Why teams use it

Reduce agreement drafting time from hours to minutes with AI-powered automation

Ensure NVCA compliance with market-standard terms, thresholds, and exercise periods

Minimize drafting errors and omissions across complex multi-party transfer provisions

Easily customize every parameter from ownership thresholds to permitted transfer categories

Questions

Does CaseMark follow NVCA model agreement standards?

Yes. CaseMark drafts ROFR and Co-Sale Agreements aligned with current NVCA model legal document standards, including standard exercise periods, Major Holder thresholds, and permitted transfer carve-outs. You can customize any parameter to match your deal terms.

Can I customize the exercise periods and ownership thresholds?

Absolutely. CaseMark allows you to specify custom exercise periods for both the company's primary ROFR and investors' secondary ROFR, as well as Major Holder ownership thresholds. Default market-standard values are provided if you prefer.

Does the agreement handle multiple share classes and series?

Yes. CaseMark drafts agreements covering all classes and series of equity, including Common and Preferred stock on an as-converted basis, ensuring comprehensive transfer restriction coverage across your entire capitalization structure.

Can CaseMark incorporate existing transfer restrictions from prior agreements?

Yes. When you upload prior ROFR agreements, co-sale agreements, or certificates of incorporation, CaseMark analyzes existing restrictions and drafts an amended and restated agreement that supersedes or harmonizes with prior provisions.

What types of permitted transfers does the agreement include?

CaseMark includes standard permitted transfer carve-outs for affiliate transfers, family trusts, estate planning vehicles, intestate succession, and QDROs. You can add or remove categories based on your specific deal requirements.

How long does it take to generate a complete ROFR and Co-Sale Agreement?

CaseMark typically generates a comprehensive, deal-ready ROFR and Co-Sale Agreement in approximately 10-12 minutes. This replaces what traditionally takes several hours of manual drafting and cross-referencing.