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another way to frame this is that while the startup has negative cash flow, someone will need to invest cash to allow it to continue to operate -- either until it is written off as a failed venture, or transforms into a viable business. whoever is investing cash will get equity in exchange, diluting the two founders' equity shares.

in the event that the remaining founder is working to sell the product and grow the business while not drawing a salary, and without outside investment, it would be fair for that founder to be compensated with additional equity as if they were making cash investments equal to a reasonable wage for that founder, which would dilute the equity of other co-founders who were no longer working for the startup.




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