[7Figures2Commas]

> First technical hire in a 3 person founding team. Seed funding only.

> Going from original 4k/month 1099 towards 11k/month W2. 1% equity on both offers.

> Equity vests fully at the end of the 3 month contract, they claim it's not common stock. Company believes in valuation of 30 to 150 million (I am unsure).

1. Adding your $11,000/month salary on to exiting burn, how much runway will the seed funding last assuming no additional funding? Your salary means nothing if the company is at risk of not being able to make payroll in 3 months. If you think that startups don't take on financial obligations they're not sure they'll be able to meet in order to get something they need now, think again. It happens all the time.

2. A company with seed funding talking about a valuation of $30 to $150 million is insane. You would be wise to ask what the company's last 409A valuation was. That's the only valuation that really matters to you at this point.

3. I would be wary of a company offering 1% equity vesting fully in 3 months, especially to a contractor or employee earning market rate. It's not typical and will be looked at very unfavorably by prospective investors.

4. It would be highly unusual for a company to offer you anything other than standard options. Not only would an outright grant of stock likely create tax implications for you, such a grant would likely be seen by investors as hair on the deal in future financings.

A lot of what you've stated is atypical and you should ask for an offer in writing so that you can confirm the terms and review them with trusted counsel.

[onetwofifth]

1. All the mentioned is that they all put "tens of thousands/car money" each, so I assume 50k each? Hard to say. They also need to hire a 4 other production workers (Server side, UX, QA, design, etc).

2. By valuation they claim that is what they will be worth based on user base (8/per user I keep hearing). That is the business model. I am highly skeptical, I put it at 10 million in a 1-2 years at best. They want to sell the app ASAP. They claim they won't sell for less than 25 million. They say "every 1% be worth $250k - $1.5m"

3. To be fair they did claim it was insane. "Equity vests when app ships" was in the terms for the 0.5% to 2% I got in the various offers.

4. I have no idea about such tax implications. All I heard was preferred stock. Any information would be appreciated.

[7Figures2Commas]

I will refrain from commenting on the equity other than to reiterate that what you've described is highly atypical for a "real" startup and if you're seriously considering the offer, you could do a lot worse than to discuss further with experienced counsel.

As for the salary, ask yourself: how long will this company be able to make payroll with nothing more than "car money"? The all-in burn on you alone will be in excess of $11,000/month. Even if you assume that the four other roles are filled with folks who will work for peanuts (not likely), it doesn't sound like the company currently has more than a half a year of runway, and that's probably being generous. For all you know, the founders, who you say have full-time jobs, might be putting money into the company on an ad hoc basis and could bail after a month if they lose interest.

Frankly, in my opinion, barring some major details you've omitted, this offer sounds like you're being told you won the lottery but have an incurable illness and two months to live. The fact that the founders are still employed elsewhere, aren't being forthcoming and have audacious, unrealistic expectations about valuations and exits before they even have a product are huge red flags.