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Super Pro-Rata Rights

"Locks out competitive capital"

Rights that allow existing investors to increase their ownership percentage in future rounds, rather than just maintain it—effectively crowding out new investors.

How It Works

  1. 1

    Investor with 20% ownership has super pro-rata rights

  2. 2

    Standard pro-rata allows maintaining 20% in next round

  3. 3

    Super pro-rata allows increasing to 25% or 30%

  4. 4

    New investors have less room in the round

  5. 5

    Founder dilution increases disproportionately

Key Mechanics

Standard pro-rata = maintain current percentage

Super pro-rata = increase percentage or priority placement

Major investor rights determine allocation priority

Squeeze-out provisions can limit new investor allocation

Regulatory Context

Private contract terms. No regulatory restrictions. Round size constraints are the primary limiting factor.