Do convertible note holders get pro rata rights?

Unless a pro-rata right clause is explicitly listed in the convertible note terms, convertible note holders do not get pro-rata rights. Generally speaking, convertible notes do not include a pro rata right clause. Investors may still be included in subsequent rounds in these cases, but at the discretion of the round lead and the company. It is worth noting that even if pro-rata right terms are included in a convertible note, it is not unheard of for a round lead to request prior investors to waive their pro-rata rights.