Ti	=	{Company.Name.Full} {Agt.Title}
Agt.Title	=	Pro Rata Agreement
ThisAgt.sec	=	This agreement (this “{DefT.Agreement}”) is entered into on or about {EffectiveDate.YMD} in connection with the purchase by {Investor.Name.Full} (the “{DefT.Investor}”) of that certain simple agreement for future equity with a “{_Post-Money_Valuation_Cap}” (the “{DefT.Investor’s_Safe}”) issued by {Company.Name.Full} (the “{DefT.Company}”) on or about the date of this {_Agreement}. As a material inducement to the {_Investor}’s investment, the {_Company} agrees to the provisions set forth in this {_Agreement}. Capitali{s/z}ed terms used herein shall have the meanings set forth in the {_Investor’s_Safe}.
RightToPurchase.sec	=	The {_Investor} shall have the right to purchase its pro rata share of {_Standard_Preferred_Stock} being sold in the {_Equity_Financing} (the “{DefT.Pro_Rata_Right}”). Pro rata share for purposes of this {_Pro_Rata_Right} is the ratio of (x) the number of {shares_of/_-Standard_Preferred_Stock} issued from the conversion of all of the {_Investor’s_Safes} with a “{_Post-Money_Valuation_Cap}” to (y) the {_Company_Capitalization}. The {_Pro_Rata_Right} described above shall automatically terminate upon the earlier of (i) the initial closing of the {_Equity_Financing}; (ii) immediately prior to the closing of a {_Liquidity_Event}; or (iii) immediately prior to the {_Dissolution_Event}.
Assign.sec	=	Neither this {_Agreement} nor the rights contained herein may be assigned, by operation of law or otherwise, by {_Investor} without the prior written consent of the {_Company}; provided, however, that this {_Agreement} and/or the rights contained herein may be assigned without the {_Company}’s consent by the {_Investor} to any other entity who directly or indirectly, controls, is controlled by or is under common control with the {_Investor}, including, without limitation, any general partner, managing member, officer or director of the {_Investor}, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the {_Investor}.
Amend.How.sec	=	Any provision of this {_Agreement} may be amended, waived or modified upon the written consent of the {_Company} and either (i) the holders of a majority of {shares_of/_-Standard_Preferred_Stock} issued from all {_Safes} converted in connection with the {_Equity_Financing} held by the {_Investor} and other {_Safe} holders with {_Pro_Rata_Rights} pursuant to agreements on the same form as this {_Agreement}{available_at_YC.cl}, provided that such amendment, waiver or modification treats all such holders in the same manner, or (ii) the {_Investor}.
available_at_YC.cl	=	(available at http: ycombinator.com/documents)
Amend.CompanyNotifyInvestor.sec	=	The {_Company} will promptly notify the {_Investor} of any amendment, waiver or modification that the {_Investor} did not consent to.
FormAvailableAtYC.sec	=	This {_Agreement} is the form available at http: ycombinator.com/documents and the {_Company} and the {_Investor} agree that neither one has modified the form, except to fill in blanks and bracketed terms.
Amend.Law.sec	=	The choice of law governing any dispute or claim arising out of or in connection with this {_Agreement} {and_submission_to_jurisdiction.cl}shall be consistent with that set forth in the {_Investor’s_Safe}.
and_submission_to_jurisdiction.cl	=
and_submission_to_jurisdiction.cl	=
Amend.sec	=	{Amend.How.sec} {Amend.CompanyNotifyInvestor.sec} {FormAvailableAtYC.sec} {Amend.Law.sec}
00.1.sec	=	IN WITNESS WHEREOF, the undersigned have caused this {_Agreement} to be duly executed and delivered.
00.2.sec	=	{Company.US.Contract.By.Sec} {Investor.US.Contract.By.Sec}
00.	=	[G/Z/paras/s2]
xlist	=	{ThisAgt.sec} {RightToPurchase.sec} {Assign.sec} {Amend.sec}
	=	[G/Z/Base]
	=	[G/YCombinator-SAFE-2020/Form/Base/v1-1.md]
	=	[G/YCombinator-SAFE-2020/Form/Z/US-Tweaks.md]