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Rofr Co Sale

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

12 minutes with CaseMark

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Rofr Co Sale

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Rofr Co Sale

Overview

CaseMark's ROFR & Co-Sale Agreement skill automates the drafting of Right of First Refusal and Co-Sale Agreements for venture-backed and closely-held companies. The AI generates NVCA-standard agreements with cascading ROFR mechanics, tag-along rights, transfer restrictions, and permitted transfer carve-outs tailored to your specific capitalization structure and financing context.

Drafting ROFR and Co-Sale Agreements is one of the most detail-intensive tasks in venture financing transactions. Attorneys must manually coordinate capitalization data across multiple share classes, align exercise periods and thresholds with negotiated terms, and ensure consistency with the broader suite of financing documents — all while meeting tight closing deadlines.

CaseMark's AI analyzes your capitalization structure, party details, and related financing documents to generate a complete, NVCA-aligned ROFR & Co-Sale Agreement in minutes. The output includes properly structured cascading ROFR mechanics, co-sale provisions, permitted transfer carve-outs, and enforcement remedies — giving attorneys a comprehensive first draft to review and refine rather than build from scratch.

How it works

  1. 1. Upload your capitalization table, governance documents, and related financing agreements

  2. 2. AI analyzes party details, share classes, and transaction context to draft NVCA-aligned provisions

  3. 3. Review and customize ROFR mechanics, exercise periods, thresholds, and co-sale terms

  4. 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 Provisions

  • Miscellaneous & Signature Blocks

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 mechanics for fully-participating Major Holders

  • Transfer restriction enforcement and remedy provisions

Required documents

  • Capitalization Table & Certificate of Incorporation

    Current capitalization table showing all share classes, series, and outstanding shares, along with the company's 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 transaction documents providing financing context and negotiated terms

    .pdf, .docx

Supporting documents

  • Prior ROFR or Co-Sale Agreements

    Any existing ROFR, co-sale, or transfer restriction agreements being amended or restated

    .pdf, .docx

  • Investors' Rights Agreement & Voting Agreement

    Related financing agreements for cross-reference consistency

    .pdf, .docx

  • Company Bylaws

    Current bylaws for alignment with governance provisions and transfer restrictions

    .pdf, .docx

Why teams use it

Reduce agreement drafting time from several hours to minutes while maintaining NVCA-standard quality

Ensure consistency across your full suite of venture financing documents with intelligent cross-referencing

Eliminate common drafting errors in complex cascading ROFR and overallotment mechanics

Accelerate deal closings by generating comprehensive first drafts ready for negotiation and review

Questions

What standards does the ROFR & Co-Sale Agreement follow?

CaseMark drafts agreements aligned with NVCA (National Venture Capital Association) model legal document standards. The output reflects current market-standard terms for exercise periods, ownership thresholds, and permitted transfer carve-outs.

Can I customize the exercise periods and ownership thresholds?

Absolutely. CaseMark generates initial drafts using market-standard parameters (e.g., 30-day company exercise period, 15-day investor period, 1% Major Holder threshold), but every term is fully customizable during the review stage.

Does the agreement handle multiple share classes and series?

Yes. CaseMark's AI accounts for all classes and series of stock, including Common and Preferred on an as-converted basis, ensuring the ROFR and co-sale mechanics apply correctly across your entire capitalization structure.

How does this integrate with other venture financing documents?

CaseMark drafts the ROFR & Co-Sale Agreement in the context of your broader financing transaction, including cross-references to your Stock Purchase Agreement, Investors' Rights Agreement, and Voting Agreement for consistency.

What types of permitted transfers are included?

The generated agreement includes standard carve-outs for transfers to affiliates, family trusts, estate planning vehicles, intestate succession, and QDROs. CaseMark allows you to add or remove permitted transfer categories as needed.

Is the output ready for execution or does it require attorney review?

CaseMark produces comprehensive, professionally drafted agreements that significantly accelerate the drafting process. However, we recommend attorney review of all generated documents before execution to ensure alignment with your specific transaction requirements.

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