← All workflows

Rofr Co Sale

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

12 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

Rofr Co Sale

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Rofr Co Sale

Overview

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

Drafting Right of First Refusal and Co-Sale Agreements is a detail-intensive process requiring precise coordination of cascading exercise periods, pro-rata calculations, permitted transfer exceptions, and cross-references to related financing documents. Manual drafting from precedent forms is time-consuming, error-prone, and often results in inconsistencies across the transaction document suite.

CaseMark's AI analyzes your capitalization structure, party details, and financing context to generate a complete, NVCA-aligned ROFR and Co-Sale Agreement in minutes. Every provision—from the cascading ROFR mechanism to co-sale allocation and permitted transfer carve-outs—is drafted with internal consistency and tailored to your specific deal parameters.

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

  • Termination & Amendment 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 cap table and charter documents showing authorized and outstanding share classes and series

    .pdf, .docx, .xlsx

  • Party Schedule

    List of founders, investors, and key holders with share counts, classes, and contact details

    .pdf, .docx, .xlsx

  • Related Financing Documents

    Term sheet, Stock Purchase Agreement, or other transaction documents providing deal context

    .pdf, .docx

Supporting documents

  • Prior ROFR or Co-Sale Agreement

    Existing agreement to be amended and restated in connection with a new financing round

    .pdf, .docx

  • Investors' Rights Agreement

    Related IRA for cross-reference consistency on definitions and protective provisions

    .pdf, .docx

  • Voting Agreement

    Related voting agreement for cross-reference alignment on party definitions and governance terms

    .pdf, .docx

Why teams use it

Reduce agreement drafting time from hours to minutes with AI that understands NVCA conventions

Ensure consistency across your ROFR, co-sale, voting, and investors' rights agreements

Minimize drafting errors in complex cascading exercise mechanics and overallotment provisions

Quickly adapt agreements for new financing rounds with updated parties, thresholds, and terms

Questions

Does this follow NVCA model agreement standards?

Yes. CaseMark's AI drafts Right of First Refusal and Co-Sale Agreements aligned with current NVCA model forms, incorporating market-standard definitions, exercise periods, and structural conventions used in venture capital transactions.

Can I customize the ROFR exercise periods and ownership thresholds?

Absolutely. CaseMark allows you to specify custom exercise periods for both the company and investor tiers, Major Holder ownership thresholds, and consent percentages. The AI adapts the entire agreement to your parameters.

Does the agreement handle multiple share classes and series?

Yes. CaseMark drafts agreements covering 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 full capitalization structure.

Can I use this for restated agreements in follow-on financings?

Yes. Upload your prior ROFR or co-sale agreement along with the new financing documents, and CaseMark will draft an amended and restated agreement incorporating new investors, updated thresholds, and revised terms.

What permitted transfer exceptions are included?

CaseMark includes market-standard permitted transfer carve-outs for affiliate transfers, family trusts, estate planning vehicles, intestate succession, and QDROs, and you can add or remove exceptions as needed.

How does CaseMark handle the co-sale / tag-along mechanics?

The AI drafts full co-sale provisions including pro-rata participation rights, notice requirements, allocation mechanics for oversubscribed transfers, and remedies if a proposed transferee refuses to allow co-sale participation.

Related

30b6 Corporate Rep

Draft & Defend 30(b)(6) Depositions in Minutes

30b6 Deposition

Master 30(b)(6) Depositions in Minutes, Not Hours

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours