[TeamCommet1]

IMHO if I were you, I wouldn't take the deal. This structure is a red flag for most tier 1 VC. Here's why:

1. Equity Standards: 5% is astronomical for an advisor. Standard advisor equity is 0.1% to 0.25%, maybe 1% if they are practically a part-time Co-founder. 5% is what you give a late-stage Co-founder or a very early C-level hire, not someone just for 'making intros.'

2. The Signaling Problem: VCs invest in you, the founders. If an advisor is leading the pitch and handling the fundraising, it tells VCs that the founders can't sell their own vision. VCs want to see the CEO pitching, not a "hired gun".

3. Vesting: Any equity given must be on a 4-year vest with a 1-year cliff. If he gets 5% up front and then his "health doesn't permit" him to join, you've just dead-capped 5% of your company for a deck and some emails.

If he really believes in you, he should invest his own money or take a much smaller advisor slice (1% max) with zero cash fee.