Model Right of First Refusal and Co-Sale Agreement
This page previews the Model Right of First Refusal and Co-Sale Agreement and the fields it contains. NVCA provides the official Word document — download it from the source linked on this page, then fill it in.
NVCA model documents are freely downloadable but not redistributable. This field-selector contains only transformation instructions, not the source document.
Cover page fields
| Field | Description | Options |
|---|---|---|
| Company Name | Full legal name of the company (e.g. Acme Corp, Inc.) | |
| Investor Name | Full legal name of the lead investor | |
| Key Holder Name | Full name of the key holder (founder or executive) | |
| Company Counsel | Name and address of company's legal counsel | |
| Company Signatory Name | Printed name of the Company signatory | |
| Company Signatory Title | Title of the Company signatory | |
| Company Notice Address | Company notice address printed on the signature page | |
| Company Notice Email | Company notice email printed on the signature page | |
| Investor Signatory Name | Printed name of the Investor signatory | |
| Investor Signatory Title | Title of the Investor signatory | |
| Amended Restated Upper | Uppercase prefix if amending a prior agreement (e.g. AMENDED AND RESTATED) or empty string | |
| Amended Restated | Title-case prefix if amending a prior agreement (e.g. Amended and Restated) or empty string | |
| Judicial District | Federal judicial district for dispute resolution (e.g. District of Delaware) | |
| State Of Incorporation | State of incorporation (proper noun, e.g. Delaware); also names the state courts in the dispute-resolution clause | |
| Business Description | Brief description of the company's business | |
| Signature Page Marker | Signature page marker text | |
| Effective Date | Effective date of the agreement ("is made as of <date>"). Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string. | |
| Has Prior Agreement | Whether this agreement amends and restates an expressly identified predecessor ROFR and Co-Sale Agreement | |
| Prior Agreement Date | Date of the predecessor ROFR and Co-Sale Agreement; used only when has_prior_agreement is true | |
| Has Additional Preferred Series | Whether Preferred Stock includes another expressly identified preferred-stock series | |
| Include Special Mandatory Conversion | Include the Capital Stock exclusion for a Special Mandatory Conversion | |
| Include Foreign Person Provisions | Include DPA, DPA Triggering Rights, Foreign Person, and related transfer restrictions | |
| Sanctions Scope | Sanctions jurisdictions included in the definitions | |
| Qualified Key Holder Service | Service relationships that qualify an individual Key Holder | |
| Include Qualified Direct Listing | Include Qualified Direct Listing definitions and termination treatment | |
| Include Dle Termination Condition | Condition Deemed Liquidation Event termination on cash, public securities, or comparable rights | |
| Dispute Resolution | Selected dispute-resolution alternative | |
| Costs Rule | Selected dispute-cost allocation | |
| Include Proportional Waiver Protection | Preserve proportional participation when a waiving Investor participates in the transaction | |
| Preexisting ROFR Priority | Rule governing a conflict with another preexisting right of first refusal | |
| Include Undersubscription Forfeiture | Include the all-or-none resale rule when ROFR rights are undersubscribed | |
| Include Secondary Purchases In Cosale Denominator | Count Secondary Refusal purchases in the co-sale fraction and reduce selling shares accordingly | |
| Include Entity Transfer Restriction | Apply the transfer restrictions mutatis mutandis to entity-level transfers | |
| Include Pledge Exempt Transfer | Include the secured-pledge exempt-transfer exception | |
| Include Ten Percent Sale Exempt Transfer | Include the ten-percent sale exempt-transfer exception | |
| Include Full Same Fashion Amendment Safeguard | Include the same-fashion amendment and Key Holder consent carveouts | |
| Include Investor Status Minimum | Retain the minimum-share condition for Investor status | |
| Include Key Holder Consent Minimum | Retain the minimum-ownership condition for Key Holder amendment consent | |
| Additional Series Designation | Additional preferred-stock series designation; used only when has_additional_preferred_series is true | |
| Specify Percentage | Specified percentage threshold for key holder transfers, as a number only (for example, 60) | |
| ROFR Response Days | Number of days for the company and investors to respond to a ROFR notice (default 45) | |
| Key Holders Label | Label for the key holders group (e.g. Key Holders or Founders) | |
| Series Designation | Series designation for preferred stock (e.g., A, B, C), matching the charter and stock purchase agreement | |
| Par Value | Par value per share of common and preferred stock (number only, e.g. 0.0001 — the document supplies the dollar sign) | |
| Competitor Exclusion Mode | Whether to identify a person whose group is expressly excluded from the Competitor definition | |
| Excluded Competitor Name | Name expressly excluded from the Competitor definition when competitor_exclusion_mode is named | |
| Investor Minimum Shares | Minimum shares an Investor and its affiliates must collectively hold to retain Investor status under the agreement | |
| Permitted Transfer Percentage | Percentage of Transfer Stock that a Key Holder may sell under the optional permitted-transfer exception, as a number only | |
| Key Holder Consent Threshold Percentage | Capital Stock ownership percentage below which Key Holder consent is not required, as a number only | |
| Permitted Transferee Minimum Shares | Minimum shares an assignee or transferee must hold after transfer to receive assignment rights, including digit grouping | |
| Investors | Investor notice and signature schedule rows | |
| Key Holders | Key Holder personal notice and signature schedule rows |
This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.