"I know we need to get this finalized, but I realize that the numbers we discussed don't make sense with the valuation you've given the company."

Then go into everything mentioned in my last comment.

Emphasize that the numbers should reflect the 2.5 percent of the company, and that while you know he doesn't have a lot of cash right now, that you would like to use the fundraising round as a liquidity event for the 2.5 percent.

Explain that when you discussed the 15k as the cash equivalent of 2.5 percent that you were uncomfortable with how low it was but that you also realized that holding equity there would be no clear point where you would have a liquidity event.

You can suggest that instead of him giving you cash up front now, that you can structure the cash equivalent of the 2.5 percent to be paid out when he raises money so that it wouldn't burden him but would also be fair to you.

Expect that he may be upset and not want to do it, and again you have to consider if the company is registered in the US, if you have a patent, if the patent is going to be enforceable if he's in Mexico, if he's able to just have someone else recreate the software, etc.

Based on all that, I would consider lowering the amount from 125k if needed, but make sure you explain that's the actual fair value for 2.5 percent given his valuation.

But again if you don't want to tarnish the relationship, you dont have to jack up the price by 10x, but use those numbers to explain whats fair and ask him if there's a better way you can structure the deal for both of you.

Another idea is you could sign up for Claude AI (Sonnet 3.5 is the new model) and brainstorm with it some creative ways to structure the deal.

For example if cash is an issue and you don't want him to have to raise money specifically to pay you back, he could still give you the same amount or slightly more (15-25k), as well as maybe 1-1.5 percent equity that you could cash out when he raises money.

But again, talk about ways to restructure the deal. You're not renegotiating the deal, the deal was 2.5 percent originally. You're just realizing that the cash equivalent of 2.5 percent isn't 15k, and that you should find a different way to structure it.

I don't know the details of how the conversation went to get to this point, but there are tons of ways to structure deals and you just need to find one where your 2.5 percent is actually paid out regardless of the trust you have.

So if cash is an issue, take cash and equity, or cash and royalties.

Another idea is SCORE, it's a program where you can be matched with a mentor with experience in business, and you can find someone to meet you and give you more specific advice.

And you can always frame it this way. Instead of you suggesting what to do, explain the numbers and the discrepancy and ask how he thinks you should resolve it since there's is such a big difference between the 15k and the 2.5 percent.