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ApplyThis Right of First Refusal Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
Owner/Seller: [Legal Name], address: [Address] (“Owner”).
ROFR Holder: [Legal Name], address: [Address] (“Holder”).
1.1 This Agreement applies to (select one):
☐ Real property located at: [Address] (legal description attached as Exhibit A)
☐ Shares/membership interests in: [Company name], representing [__]% (the “Interest”)
☐ Other asset: [Describe]
2.1 This ROFR is triggered when Owner intends to sell or transfer the Covered Asset/Interest to a third party and receives (or is prepared to accept) a bona fide written offer (the “Third-Party Offer”).
2.2 Permitted Transfers (Optional): This ROFR does not apply to transfers to: ☐ affiliates ☐ family members ☐ estate planning trusts ☐ entity restructurings ☐ other: [List], subject to any conditions: [__].
3.1 Owner must provide Holder written notice of the Third-Party Offer (the “ROFR Notice”) within [__] days after receipt.
3.2 The ROFR Notice must include:
copy of the Third-Party Offer (redacted for confidential third-party info if needed)
purchase price and material terms
proposed closing date
any contingencies
identity of the third-party buyer (optional)
copy of the Third-Party Offer (redacted for confidential third-party info if needed)
purchase price and material terms
proposed closing date
any contingencies
identity of the third-party buyer (optional)
4.1 Holder may exercise the ROFR by delivering written notice to Owner within [__] days after receiving the ROFR Notice (the “Exercise Period”).
4.2 If Holder exercises, Holder agrees to purchase on the same material terms as the Third-Party Offer, subject to: [any permitted adjustments, e.g., assignment restrictions].
5.1 Closing will occur on the date stated in the Third-Party Offer or, if not practical, within [**] days after Holder’s exercise notice.
5.2 Closing mechanics: ☐ escrow ☐ wire ☐ title company ☐ other: [**].
5.3 Costs: [allocation of escrow/title/recording fees].
5.4 Condition of asset/representations: [as-is or standard reps].
6.1 If Holder does not exercise within the Exercise Period, Owner may sell to the third party on terms no more favorable than the Third-Party Offer.
6.2 If Owner does not close with the third party within [__] days, or the terms materially change, Owner must re-offer the ROFR to Holder.
7.1 Holder will keep the Third-Party Offer terms confidential, except to advisors and as required by law.
8.1 This ROFR begins on the Effective Date and ends: ☐ on [Date] ☐ upon sale of the asset ☐ upon termination of [related agreement] ☐ other: [__].
9.1 Notices must be in writing and delivered to the addresses above.
10.1 This Agreement is governed by the laws of [State/Country].
11.1 This Agreement is the entire agreement regarding the ROFR.
Owner/Seller: [Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
ROFR Holder: [Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
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For quick answers, scroll below to see the FAQ.
Frequently asked
A Right of First Refusal (ROFR) is a contractual right giving one party the opportunity to purchase an asset (or equity) before the owner sells it to a third party. If the owner receives a bona fide offer, the ROFR holder can match the offer (or buy under defined terms) within a specified time window.
A right of first offer typically requires the owner to offer the asset to the holder first and negotiate before seeking third-party offers. A ROFR is triggered by a third-party offer and gives the holder the chance to match it. This template is for a ROFR.
Include: what asset is covered, triggers, required notice content, matching terms, timelines, purchase procedure, exceptions (permitted transfers), confidentiality, and what happens if the holder declines.
Yes. ROFRs are common in shareholder/LLC agreements. This template includes both asset and equity options and an optional permitted transfers list.
Sometimes. Real estate ROFRs may be recorded or referenced by a memorandum, depending on local law. This template includes an optional recordation/memorandum clause.
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