Right of First Refusal Agreement Template

This Right of First Refusal Agreement ("Agreement") is entered into on [Date] by and between [Company Name], a [State] [Entity Type] (the "Company"), and [Holder Name(s)] (collectively, the "Holders").

1. Grant of Right of First Refusal

• If any Holder desires to transfer all or part of their [shares/units] (the "Offered Securities") to a third party, the Company shall have the right to purchase the Offered Securities on the terms described herein.

2. Notice of Proposed Transfer

• Holder shall deliver written notice ("Transfer Notice") to the Company specifying:
• Number of Offered Securities.
• Proposed transferee name and relationship.
• Purchase price and payment terms (attach copy of bona fide offer or term sheet).
• Proposed closing date.

3. Company Option

• The Company may elect to purchase all (but not less than all) of the Offered Securities by delivering written notice within [Number] days of receiving the Transfer Notice.
• Closing to occur within [Number] days of election on the same terms specified in Transfer Notice.

4. Secondary Option for Other Holders (if Company declines)

• If the Company does not exercise the ROFR, it may assign the right to remaining holders pro rata.
• Holders electing to purchase must provide notice within [Number] days; closing occurs on same terms.

5. Permitted Transfers

• Exemptions for transfers to family members, trusts for estate planning, affiliates, or as approved by board; transferee must agree to be bound by Agreement.

6. Lapse of Right

• If neither Company nor other holders exercise ROFR within specified periods, Holder may consummate sale to proposed transferee within [Number] days on terms no more favorable than those offered in Transfer Notice.

7. Legend and Enforcement

• Certificates/records to bear legend referencing ROFR.
• Company may refuse to register transfers not in compliance.

8. Termination

• Agreement terminates upon IPO, acquisition, or when Company and holders consent.

9. Governing Law

• Governed by laws of [State].

10. Miscellaneous

• Binding on successors and permitted assigns.
• Amendments require written consent of Company and holders owning [Percentage]% of shares subject to ROFR.
• Notices, counterparts, electronic signatures.

Signatures

Company: [Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

Holder: [Holder Name]
Signature: ___
Address: [Address]

This agreement ensures the Company and existing holders can maintain control over ownership changes by providing a right to match third-party offers.