JANGA.DEV LLC — Co-Founder Equity Counter-Proposal

To: Austin Grimes From: Joseph Rosenbaum, Founder Date: March 2026 Re: Response to Growth Co-Founder Equity Proposal

Austin,

I appreciate the thought and effort you put into your proposal. It's clear you're serious about this and thinking like a founder — that's exactly the kind of energy I want on this team.

I've spent the last week formalizing the company structure, bringing in outside investment, and defining roles for the full founding team. With multiple co-founders and an investor coming in, the cap table needs to work for everyone while keeping the company healthy for the long term.

Here's what I'm proposing for your role.

Your Role: Co-Founder & Chief Growth Officer (CGO)

You own the commercial side of the company. Everything that touches revenue generation, marketing, sales, brand, and partnerships is your domain. This is a co-founder role, not an advisor or contractor position.

Responsibilities (aligned with your proposal)

Go-to-market strategy and execution
Brand positioning and messaging
Social media presence and content strategy
Client outreach and lead generation
Partnerships and channel development
Sales process design and pipeline management

Equity Terms

Term	Details
Base Equity	10% Membership Interest
Vesting	4-year schedule, 1-year cliff
Bonus Equity	Up to 5% additional from option pool (milestone-based)
Total Potential	15%
Salary	$0 until revenue supports compensation
Title	Co-Founder & Chief Growth Officer

Vesting Breakdown

Timeline	Vested
Month 0–11	0% (cliff period)
Month 12	2.5% (cliff unlocks 25%)
Month 13–48	~0.21%/month (remaining 75% monthly)
Month 48	10% fully vested

Milestone Bonus Equity

In addition to your base 10%, you can earn up to 5% more by hitting revenue targets:

Milestone	Bonus	When
$50K in revenue from your efforts	+2.0%	Immediate vest on achievement
$150K cumulative from your efforts	+1.5%	Immediate vest on achievement
$500K cumulative from your efforts	+1.5%	Immediate vest on achievement

Milestone equity is fully vested once earned — it's yours permanently (unless terminated for cause). This means if you deliver on what you're promising, you end up with 15% of the company. That's exceptional for a growth co-founder at any stage.

Why Vesting (Addressing Your Proposal)

Your proposal argued against vesting in favor of termination clauses. I understand the reasoning, but here's why vesting is better — for both of us:

It protects you too.

If I get hit by a bus in month 3, your equity isn't trapped in a company with no one running it
Vesting creates a clean, predictable path to full ownership
There's no ambiguity about what "cause" means or whether a buyback gets triggered

It's the standard.

Every company from YC startups to Google uses vesting
Investors expect it — and we're bringing in outside capital
It signals to the market that the founding team is committed long-term

It's equitable.

All co-founders (Daniel, Eric, and you) are on the same vesting terms
I'm the only one fully vested because I built the product and infrastructure before incorporation
Same rules for everyone = no politics

What's Different From Your Proposal

Term	Your Proposal	Counter
Equity	25%	10% base + up to 5% bonus = 15% max
Vesting	None (termination clauses)	4-year vest, 1-year cliff
Voluntary exit	Keep all equity	Keep vested portion only
Cause removal	Buyback at FMV	Cause = all equity forfeited
Other co-founders	Not addressed (2-person structure)	4 co-founders + investor
Salary	$0 deferred	$0 until revenue (same)

Why 10% Instead of 25%

The company has 4 co-founders and outside investment, not 2 co-founders
The technical foundation (AI infrastructure, trading systems, client relationships) already exists — I built it
10% base with 15% upside is at the high end for a non-technical co-founder at a pre-revenue company
Your milestone bonus structure means you can earn more than 10% by doing exactly what you're proposing to do — that should feel right

Active Participation

All co-founders are held to the same standard:

Minimum 10 hours/week of documented contribution
If participation drops, I'll give you written notice
You get 30 days to get back on track before any consequences
This isn't micromanagement — it's a safety net that protects the whole team from dead equity

What You're Getting

Let me be direct about what this represents:

Co-Founder title — you're a founder, day one, on the cap table at incorporation
10% of a company with outside investment — at a $150K cap, your 10% is worth $15K on paper before we've made a dollar
Path to 15% — if you deliver on revenue, you earn more. Simple.
No salary risk — same as your proposal, $0 until revenue
A real company — operating agreement, investor, defined roles, professional structure

Next Steps

If this works for you, the next step is signing the Operating Agreement together with the other co-founders. I'd like to get everyone aligned and signed before we accept the outside investment.

Happy to sit down and talk through any of this. I want you on this team, and I want the terms to feel right for both of us.

— Joseph

This counter-proposal is subject to the terms of the Janga.dev LLC Operating Agreement. All equity grants are contingent on execution of the Operating Agreement.

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