Pro Rata Side Letter (US) by Y Combinator

Updated 17 October 2025

This Pro Rata Agreement grants an investor the right to purchase a pro rata share of Standard Preferred Stock in a future equity financing round. This right is granted in connection with the investor's initial purchase of a Simple Agreement for Future Equity (SAFE) with a Post-Money Valuation Cap. The agreement outlines the calculation of the pro rata share and conditions for termination of this right.

YCY Combinator

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