Valar is good for America Day One is bad for America.  These things were true when Day One wrote their first check. Neither is here nor there however in this dispute as framed by Isaiah. Instead the framing is purely about contractual rights so that is how I will comment on it.  Venture is a hard business. A very hard business. 75% of firms shouldn’t exist and won’t in the next cycle. There will be a new crop behind them and 75%+ of those will also fail.  For some firms when they find the rare winner in their portfolio, they NEED to double down on that winner to build the returns that will justify their continued existence.  Hence the existence of pro rata RIGHTS. The pre negotiated right to invest more money and maintain ownership.  We can argue all day long about whether the right should be standard. I for one feel like we should earn our position on cap tables through work and good partnership. However, the argument over “should” is irrelevant when the right has already been negotiated and agreed upon.  In theory when those rights exist, they’ve already been bought and paid for. The valuation assumes the existence of pro-rata rights in the number. The shares purchased are worth X without pro-rata rights and are worth X+Y with pro-rata rights. When an investor pays X+Y, they're relying on the value of Y. Having Y deleted by the company and other investors is… frustrating to say the least. Having it deleted when it’s your biggest career winning investment is doubly so. Having it deleted when it’s your biggest career winner while other investors are permitted to exercise their pro-rata is devastating.  (Now as I said, Day One is bad for America and I think they should have never been allowed to invest but we have no magic wand so here we are talking about contractual rights instead of FOCI concerns for a business working in a strategic field and hoping to sell to USG).  When you strip those rights away ex post, you are literally stripping value out of the fund who purchased those rights.  If you don’t want to honor pro-rata rights, dont include them when you raise the round. The only thing worse than re-trading a deal is re-trading a deal that was closed years ago.  Again, I generally agree that pro rata rights and spring back rights should be reconsidered generally and that firms should earn the right to continue to invest. I’ll also acknowledge that the fact the rights can be waived means that when all agreed to the rights existence waiver was always a possibility that should have also been priced in. That said, the existence of the rights in the first place set expectations and expectations are important. My word is my bond. Honoring one’s commitments is important. It’s what American enterprise is based on. If this conflict ends up with Masha being expunged from the cap table I’m happy as an American but as someone who plays in a brutally competitive business, fights hard for my portfolio, and plays by the rules with integrity, it kills my soul to see an argument like this laid out for re-trading deals. It’s terrible for the ecosystem and it’s not a good look for anyone.  Mean what you say and say what you mean. (And partner with good people). That’s how we win 🇺🇸