Pro Rata Side Letter (Singapore) by Y Combinator

Updated 17 October 2025

This Pro Rata Agreement grants an investor the right to purchase a pro rata share of Standard Preference Shares in a future equity financing round. This right is connected to an initial investment made through a Simple Agreement for Future Equity (SAFE) and allows the investor to maintain their ownership percentage.

YCY Combinator

Preparing the doc

I need a contract for consulting work

I chose the Professional Services Agreement by CommonPaper template. This is a well respected market standard PSA.

I've selected market-standard positions for you.

Built for Legal Work

Uses structured reasoning for higher accuracy than general AI tools.

Tip 1 of 3

Related documents

OLOpen Legal Library

Amending Share Capital (Shareholder Resolution)

This document is a template with guidance notes for shareholder resolutions relating to changes in a company’s share capital, setting out when ordinary or special resolutions are typically required under UK company law. It provides example resolution wording for common share capital actions and explains how multiple resolutions and amended articles are often used together in a single transaction.

OLOpen Legal Library

Purchase Agreement for Convertible Note by Cofounders

The Purchase Agreement for Convertible Note sets out the terms under which an investor provides funding to a Singapore company via convertible promissory notes, including conversion mechanics, interest, maturity, and rights on financing or sale. It follows common early-stage financing structures similar to SAFE/convertible note frameworks and is drafted for use in Singapore, making it a reliable template for founder-investor funding arrangements.

OLOpen Legal Library

Convertible Loan Agreement by Cofounders

The Convertible Loan Agreement by Cofounders sets the terms for an unsecured, interest-bearing loan that can convert into equity (on financing, sale, maturity, or default), with detailed conversion mechanics, repayment waterfalls tied to revenues, investor information/audit rights, consent matters, warranties, and anti-dilution. It follows a comprehensive, Singapore-law framework typical for early-stage financings, making it a reliable, structured template for aligning founder–investor expectations and protections.

OLOpen Legal Library

Approving Director Remuneration (Shareholder Resolution)

Ordinary resolution of the shareholders of a company in England and Wales to approve director remuneration, either as good governance or where required by the company's articles.

OLOpen Legal Library

Pro Rata Side Letter (Singapore) by Y Combinator

The Pro Rata Agreement gives investors the right to purchase their proportional share of equity in future financing rounds, ensuring they can maintain ownership when a SAFE converts. It defines the scope, termination triggers, and assignment rights tied to the investor’s post-money SAFE. This agreement is part of the trusted set of financing documents commonly used with Y Combinator’s SAFE framework.

OLOpen Legal Library

Pro Rata Side Letter (US) by Y Combinator

The Pro Rata Agreement gives investors the right to purchase their proportional share of preferred stock in a company’s future equity financing, protecting them from dilution when a post-money SAFE converts. It sets out how pro rata rights are calculated, when they terminate, and rules for assignment and amendments. This agreement is part of Y Combinator’s publicly available library of standard financing documents, widely trusted and used by startups and investors.