Right of First Refusal and Co-Sale Agreement

The Right of First rRefusal and Co-sale Agreement is a common startup financing document that grants certain parties (often the company and major investors) a right of first refusal on share transfers and also gives investors co-sale (tag-along) rights to sell alongside a founder or other selling shareholder. In practice, a Right of First Refusal and Co-Sale Agreement is used to manage secondary sales and maintain cap table control, and the Right of First Refusal and Co-Sale Agreement sets the mechanics, notice requirements, and exceptions for permitted transfers.

author avatar
Ryan Roberts Startup Lawyer
Ryan Roberts is a startup lawyer with more than two decades of experience advising on venture financings and M&A transactions totaling more than $1 billion. He is the author of the Amazon bestselling startup law book Acceleration.