Pro Rata Side Letter (Singapore) by Y Combinator

Updated 4 October 2025

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.

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Pro Rata Side Letter (Singapore) by Y Combinator

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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.