Years ago, I helped out a friend on his startup as a software engineer. Spent ~500-600 hours on it, was compensated a little under half my hourly rate + 4.5% equity in the company, because the company wasn't really making any money so equity was a pretty easy thing for them to hand out at the time.
I've been uninvolved for a few years and the company wants to get serious investment now, with a company valuation in the low millions. They want to buy my equity out so they have a clean cap table when talking to investors.
The company still doesn't really have any money and offered me about 1k/% and floated the possibility of an earn-out in the event that the company exits. (I understand this is a pretty crap deal given the company valuation, but I'm not willing to hold their toes too close to the fire since it's one of my best friends.)
The earn-out specifics are up in the air yet, but I'd like to move it towards some % return if the company is bought out. I'm a complete novice when it comes to business agreements; how can I structure this so that I'd see some return in this eventuality?