Free Fundraising & Equity generator
Right of First Refusal and Co-Sale Agreement (Series A)
Controls founder secondary sales by giving the company a first right to buy, the Series A investors a second right, and, for anything left, the right to sell alongside on the same terms.
What is a Right of First Refusal and Co-Sale Agreement?
A Right of First Refusal and Co-Sale Agreement (Series A) is the agreement that controls founder secondary sales. It gives the company a first right to buy, the Series A investors a second right, and, for anything left, the right to sell alongside on the same terms.
The Company, the Key Holders (founders and other significant common holders), and the Series A Investors (the Preferred stockholders) sign it at the Series A closing. It governs Key Holder transfers of Company securities until an IPO or a Deemed Liquidation.
Right of First Refusal and Co-Sale Agreement template, current for 2026
The 2026 form carves out founder token and equity secondary tenders and structured secondary programs, accepts digital signatures and blockchain cap-table notices, has the Board keep a named competitor list on a fixed update cadence, sets a "de minimis" personal-liquidity basket at current founder-liquidity levels, and defines "Change of Control" to capture SPAC, DPO, and direct-listing exits and de-SPAC transactions.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Right of First Refusal and Co-Sale Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the exact legal name of the Company? Use the name on the Restated Certificate; it appears throughout the agreement and drives signature blocks.
- What is the Company's state of incorporation? Almost always Delaware for venture-backed companies. Governs corporate mechanics and coordinates with the charter. If California, a Consent of Spouse exhibit is attached.
- What is the effective date of this Agreement? Normally the Series A closing date, the same date as the SPA and Voting Agreement.
- What Preferred series is being issued at this closing? Used in defined terms so this agreement can be amended and restated cleanly at Series B without rewriting the operative sections.
- List each Key Holder and their approximate common stock holdings. Key Holders are usually the founders and any other significant common holders (for example, a technical co-founder who left with a large equity stake). List one per line.
- Minimum share threshold to be treated as a 'Key Holder' going forward? Sets the floor for who is bound by transfer restrictions. Below this level, common holders are not tagged as Key Holders.
- Who counts as an 'Investor' with ROFR and Co-Sale rights? 'Major Investors' is standard; it limits rights to holders meeting a minimum-purchase threshold and keeps the process manageable.
- Major Investor share threshold (Preferred shares, as-converted)? Common thresholds range from 250,000 to 1,000,000 shares. Set this consistent with the IRA/Voting Agreement thresholds so 'Major Investor' means the same thing across docs.
- How many days does the Company have to exercise its right of first refusal? 30 days is market. Runs from the Company's receipt of the Transfer Notice.
- How many days after the Company's period do Investors have to exercise their secondary ROFR? Investors get a 'second bite' on shares the Company doesn't buy. 15 to 20 days is market.
- How many days do Investors have to elect Co-Sale participation? Runs from the expiration of the Investor ROFR period. Investors who don't exercise ROFR can instead tag along on the sale.
- How many days from the Transfer Notice may the Key Holder close a transfer to the third party (after ROFR/Co-Sale)? If the Key Holder doesn't close within this window, the process restarts with a fresh Transfer Notice. 60 to 90 days is standard.
- Permit transfers to family members and estate-planning vehicles as Exempt Transfers? Standard carve-out. The transferee still signs a joinder and is bound by all restrictions.
- Maximum cumulative percentage of a Key Holder's original shares that may be transferred for tax/personal liquidity without triggering ROFR/Co-Sale? A 'de minimis' basket lets founders sell a modest slice for taxes or personal needs without running the full process. 5 to 15% is market; 10% is common. Transfers by the Key Holder's Affiliates count against the same basket.
- Carve out Company-sponsored tender offers and structured secondary programs from ROFR/Co-Sale? Modern late-stage founders increasingly participate in Company-organized secondary tenders. If yes, ROFR/Co-Sale doesn't apply to sales into a Board-approved tender because the tender itself is the liquidity mechanism.
- Prohibit transfers to Competitors absent Board consent? Standard. The Board maintains a named Competitor list refreshed at least annually (see next question).
- How often does the Board refresh the Competitor list? An annual refresh is usual, with the ability to add names mid-cycle by Board resolution. Keeping the list current avoids arguments after the fact.
- List the initial named Competitors (Schedule B). List actual company names. The Board can add or remove names on the cadence you selected.
- Allow Investors to assign their ROFR/Co-Sale rights to affiliated funds? The standard position permits assignments to affiliates (parallel funds, alternative investment vehicles, general partners) without consent.
- Include a liquidated-damages/put-right remedy for non-compliant transfers? Under current practice, non-compliant transfers are void ab initio and the Investors can force the Key Holder to buy back the shares they should have been offered. A strong deterrent.
- When does the Agreement terminate? The standard trigger is the earlier of a firmly underwritten IPO (or comparable public listing), a Deemed Liquidation Event, or written consent of the Company and the Requisite Investors.
- Treat direct listings, SPAC mergers, and de-SPAC transactions as terminating events? In 2026 the definition of 'IPO' should capture current exit paths as well as traditional S-1 firm-commitment underwritings.
- What percentage of Investor shares (as-converted) must consent to amend or waive (the amendment threshold)? A majority of Preferred (as-converted) is market. Some deals require a supermajority for changes adverse to a particular investor.
- Governing law? Delaware is standard for Delaware corporations and matches the charter.
- Who signs for the Company? Usually the CEO. Enter 'Name, Title'.
- What is the Company's principal executive office address (its address of record for notices)? Used for the legend, the notice provisions, and the Company's notice block on the signature page.
- Include the standard 'draft, attorney review required' notice at the top? HDAi documents are drafts for licensed-attorney review. We recommend keeping the notice on.
Frequently asked
About the Right of First Refusal and Co-Sale Agreement and how HDAi works.
What is a Right of First Refusal and Co-Sale Agreement (Series A)? +
A Right of First Refusal and Co-Sale Agreement (Series A) is the agreement that controls founder secondary sales. It gives the company a first right to buy, the Series A investors a second right, and, for anything left, the right to sell alongside on the same terms. The Company, the Key Holders (founders and other significant common holders), and the Series A Investors (the Preferred stockholders) sign it at the Series A closing, and it governs Key Holder transfers of Company securities until an IPO or a Deemed Liquidation.
Is HDAi's Right of First Refusal and Co-Sale Agreement (Series A) legally binding? +
The Right of First Refusal and Co-Sale Agreement (Series A) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Right of First Refusal and Co-Sale Agreement (Series A)? +
You can generate and download the Right of First Refusal and Co-Sale Agreement (Series A) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Right of First Refusal and Co-Sale Agreement (Series A) current for 2026? +
The 2026 form carves out founder token and equity secondary tenders and structured secondary programs, accepts digital signatures and blockchain cap-table notices, has the Board keep a named competitor list on a fixed update cadence, sets a "de minimis" personal-liquidity basket at current founder-liquidity levels, and defines "Change of Control" to capture SPAC, DPO, and direct-listing exits and de-SPAC transactions.
How long does the Right of First Refusal and Co-Sale Agreement (Series A) take? +
Estimated time about 14 min (27 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Right of First Refusal and Co-Sale Agreement (Series A) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Fundraising & Equity
Related generators
Voting Agreement (Series A) · Management Rights Letter (VCOC Compliance) · Investors' Rights Agreement (Series A) · Model Legal Opinion (Closing Counsel Opinion) · All 124 →