You were an intern there and there were no other engineers? Was it a paid internship or were you their free engineering labor? Now you are going to graduate a

You were an intern there and there were no other engineers? Was it a paid internship or were you their free engineering labor? Now you are going to graduate and get a real job. Their free technical labor is leaving so they offer you a CTO position for no pay until funding? You are most likely getting screwed. If for some reason you really believe in this company and team and are willing to go without pay, you need to be a cofounder with 10-20+ percent of the company (depending on the number of founders). You are the only technical person and they need you enough to make you CTO. Anything less and you should run. If they do get funding, as others have said, expect to be replaced, possibly prior to vesting whatever stock you did get. You need a large percent ownership and a single trigger acceleration clause in your contract so you get your stock when they fire you for no reason. [1] Even then you can get diluted to nothing, but with a large percent ownership and accelerated vesting it will be more challenging. You better really trust these people, believe in the mission, and get a large percent ownership with the right contract. Any hiccups or hesitation from them and you should walk, unless you want to learn first hand the dark side of startup bullshit where you gamble with no pay to make other people rich. [1] https://www.quora.com/What-is-the-difference-between-single-trigger-and-double-trigger-acceleration-of-vesting-in-connection-with-a-merger-acquisition-or-other-change-of-control https://www.quora.com/What-is-the-difference-between-single-...