My understanding is that you're going to join as a full time [somewhat critical] employee? Take a stroll around angel.co jobs. 2-3% for an employee is pretty co

My understanding is that you're going to join as a full time [somewhat critical] employee? Take a stroll around angel.co jobs. 2-3% for an employee is pretty common at small startups that already have funding. Even 5% at times. And that is for engineers. The 2M is not there yet. It would only make sense if they agree that your investment only goes through if the 2M does. VCs love doing that. If they agree, then yes, I wouldn't consider the 3% a super unfair deal. But you still need to ask for employee equity @3%-10% depending on how critical to them you'd be. And I'm not even considering the money they owe you. Without the 2M guarantee I'd multiply everything by 1.5-2. But still, I wouldn't do that deal, just no. EDIT: just read the part about the CEO having a good track record. If that person is fully dedicated, you have trust in them and can verify their past then yea, the mainstream "market rules" don't really apply anymore. But still - negotiate. Or run :D