Rhode Island Clauses Relating to Transfers of Venture Interests — Including Rights of First Refusal In Rhode Island, there are various clauses that govern the transfer of venture interests, particularly the Right of First Refusal (ROAR) clauses. These clauses function to protect existing venture partners by granting them the exclusive right to purchase any interest being sold or transferred by another partner. The two main types of Rhode Island clauses relating to transfers of venture interests, including the Rights of First Refusal, are: 1. Standard Right of First Refusal: This clause stipulates that before a venture interest can be sold or transferred to an external party, the venture partners must first offer the interest to existing partners. Those partners have the right to match the proposed purchase price and acquire the interest for themselves. If no existing partner exercises their right, the interest can then be sold to an external party. 2. Co-Sale or Tag-Along Right: This clause acts as a supplementary provision to the standard ROAR clause. It outlines that if a venture partner intends to sell their interest to a third party, the remaining partners have the option to include their interests in the sale on the same terms and conditions as the selling partner. The primary purpose of this clause is to prevent the dilution of ownership and ensure equal treatment of all venture partners. These Rhode Island clauses are designed to maintain the cohesiveness and stability of a venture by regulating the transfer of interests. By providing existing partners with the right to purchase before external parties, these clauses facilitate a smooth transition and reduce potential conflicts or disagreements among venture partners. It is important for individuals involved in venture agreements or partnerships in Rhode Island to fully understand these clauses, as they significantly impact the negotiation and execution of any potential transfers of venture interests. Seeking legal advice and consulting with experts experienced in Rhode Island venture law is recommendable to ensure compliance with state-specific regulations and to protect the interests of all parties involved.