Whether this is a good deal depends on many specifics, all of which revolve around how much risk the accelerator is taking. Do you (and/or the team if there is

Whether this is a good deal depends on many specifics, all of which revolve around how much risk the accelerator is taking. Do you (and/or the team if there is one) have a track record? Prototype? Product? Customers? Traction? Brand recognition? If you went through that and answered "yes" to more than one of those things, then 23% plus the other terms -- like investor lock-in -- seem onerous and excessive. I see people raise seed rounds for more money on the strength of team + idea with no product for less of a percentage than that. So if you're not just at pure idea stage, run away screaming with arms flailing in the air like you're running away from the monster in a cheesy 80s horror flick. Also, in business "unusual structure" always makes me skeptical, especially if it's complicated or has a bunch of restrictions hanging all over it like this one looks like it does. Outside the wonkier areas of finance, typically there is no value in the actual structure of a deal itself -- all the value is in what the deal is about. Complex deals usually mean someone feels screwed or you spend a lot of time wrangling the deal which takes away from the time you should be spending building something. General sense: run.