Protect your startup's equity and maintain control over share transfers. Generate a comprehensive ROFR agreement with co-sale rights, drag-along provisions, lock-up periods, and permitted transfer exceptions.
I built this ROFR agreement generator to help startup founders, investors, and legal teams create comprehensive share transfer restriction agreements. A Right of First Refusal agreement is one of the most critical documents in any startup's equity framework, ensuring that the company and its existing investors maintain control over who becomes a shareholder. Without a well-drafted ROFR, founders risk having unwanted third parties acquire equity through secondary sales, potentially disrupting the company's governance and strategic direction.
This generator produces a thorough ROFR agreement that follows industry-standard practices and is consistent with NVCA model document frameworks. The document includes dynamic section numbering that automatically adjusts based on which optional provisions you include, such as co-sale (tag-along) rights, drag-along rights, lock-up periods, and permitted transfer exceptions. Every field updates the live preview instantly, allowing you to see exactly how your agreement will look before downloading.
The agreement covers all essential ROFR mechanics: detailed Transfer Notice requirements, a tiered priority system for the company, investors, and founders to exercise their purchase rights, closing procedures, and the critical 90-day window for completing non-exercised transfers. Optional provisions allow you to customize the agreement for your specific situation, whether you are a pre-seed startup with simple transfer restrictions or a later-stage company needing comprehensive investor protections.
Key features include: configurable ROFR holder priority (company, investors, founders), adjustable notice and response periods, optional co-sale and drag-along rights, customizable lock-up durations, permitted transfer exceptions for family and estate planning, certificate legend requirements, and comprehensive termination and governing law provisions.
A Right of First Refusal agreement gives the company, investors, or other stockholders the right to purchase shares before a stockholder can sell them to a third party. The selling stockholder must first offer the shares at the same price and terms offered by an outside buyer. This helps maintain control over the cap table and prevents unwanted third parties from becoming shareholders.
Co-sale rights are strongly recommended, especially for investor protection. They allow investors to participate in any sale of shares by a founder on the same terms, preventing founders from selling at favorable terms while leaving investors behind. Co-sale rights are standard in most venture capital financing documents.
Standard notice periods typically range from 15 to 30 days. The most common structure is a 30-day notice period with a 15-20 day response period. If the ROFR is not exercised, the stockholder usually has 90 days to complete the sale to the third party at the stated price.
Include drag-along rights when majority shareholders need the ability to force all shareholders to participate in a company sale. This is critical in acquisition scenarios where a buyer wants 100% ownership. Without drag-along rights, minority shareholders could block or delay a beneficial sale.
Common exemptions include transfers to family members, trusts for the stockholder's benefit, affiliates, testamentary transfers upon death, company repurchases, and transfers approved by the board and majority of preferred stockholders. All permitted transferees must typically sign a joinder agreement.
The stockholder delivers a Transfer Notice specifying share count, proposed buyer, price, and terms. The company gets first right to purchase. If it declines, investors exercise pro rata. If all decline, the stockholder may sell to the third party at the stated price within 90 days. Any sale not completed restarts the process.