Pro Rata Rights
- 02:01
A common characteristic included in SAFEs.
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Another important term that we see in early stage unpriced rounds, convertible notes, and SAFEs, is pro-rata rights. Pro-rata rights allow investors to invest additional funds in later rounds of funding to maintain their percentage ownership of the company. It's a right and it's not an obligation for the investor, but it is attractive as it allows the early investor to maintain the same level of company ownership, even though further funding rounds are taking place and potentially more investors adjoining in, this helps prevent ownership dilution if there are later funding rounds for those early investors. Without pro rata rights, an investor would face ownership dilution. As new investors add capital to the company. Offering pro forma rights is attractive for the founders as well as the investors, as it encourages them to invest further in later funding rounds. These are generally uncommon in convertible notes because investors' ownership percentage has not yet been established with convertible notes until they are converted into equity. Convertible notes are debts like and pro rata rights protect equity ownership. One thing to be wary of in later stage funding rounds is when a large venture capital investor is looking to invest and take a significant stake in the company. It may well request that pro rata rights granted to earlier investors are now waived as a condition of their own funding. This would have to be agreed upon by the current shareholders with voting rights as they are now allowing their ownership percentage to be diluted or reduced.