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Background
I have been contracting for 6 months for a young tech startup with 3 other guys, two of which are non-technical, the other is technical and is a friend of mine. He brought me onboard because the other two had been burned out of nearly 100k by their previous developers and didn't even have a MVP yet. In these months I have rebuilt everything from the ground up and they have a complete MVP system that will go live in the next few weeks with their first client, and it has cost them around half of what they paid for their previous developers. They are really happy with this and want me to come on as an equity partner to have a long-term stake in the venture.
Still, they are young and running out of their initial capital investment of 300k. They have offered me another 50k of consulting work but after that they want to establish an equity arrangement.
The venture itself seems to have either a strong bull case of going to the moon, or a strong bear case of being nearly worthless. Like many startups it depends on establishing a critical mass of users and everything hinges on this being met. The value proposition is solid but it is really a question of whether enough people end up taking it up.
Offer They want to offer me less than 10% equity and vest it over one or more years. I feel like this is too low, since nearly the entire value of the business is built on the work I have done so far and now they want me to spend possibly years with them for what would be a relatively minor holding with virtually no influence. Their desire in offering me equity is to stop burning through their initial cash reserves and to make me part of the team with a vested interest in the success of the venture.
Their reasoning is that since they sold 30% of the business to raise 300k capital early on, any shares offered now should be at the same price. That makes intuitive sense to me.
If the business can achieve 100k of recurring monthly revenue it is valued around 10m. I predict it will take 1-2 years to establish this level of revenue. Therefore a 10% stake would be worth 1m under that scenario. But 2 years of my time is worth at the very least a quarter of that with zero risk.
Question
Does this sound reasonable to you? The possibility for 400% returns in 2 years or possibly nothing. I'm not quite sold. Anything less than 10% is not really enough to keep me deeply invested in the future of the business. I would like closer to 20-30% but how do I justify that. The founder who holds 70% doesn't want to reduce his holding under 50%, and the investor who fronted 300k doesn't want to dilute his holding. My friend has accepted around 7% in lieu of any payment for his (minimal) time so far, and (in terms of marketable skills) his time is far less valuable than mine, and he's only doing this casually anyway (working full time at another job).
I can sort of understand their position (wanting my experience and wanting to stop cash burn) but I'm not sure if this is just a negotiating position on their part. What do you think is a fair equity structure that satisfies both our interests that I can go back to them with? Or should just dig in and demand 25% or nothing.
Edit: If this is relevant, it's a loyalty scheme for hospitality.
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