The valuation isn't very good when you consider the option pool. It might not be completely awful though, depending on your background and means. I agree with

The valuation isn't very good when you consider the option pool. It might not be completely awful though, depending on your background and means. I agree with rms that it should be structured as convertible debt. Push back hard on the board. 10% isn't enough for them to get that much power, and giving that away can make your life very difficult later on. Generally, rights for the next round are pro-rata. That means the angel has the rights to put in enough money at the new valuation to maintain their position. It's rare to give rights to an angel to increase their percentage that much.