The document provides a bootstrapper's guide to avoiding common mistakes when starting a business. It outlines several areas where founders could potentially "screw up", including forming their business entity too late, using fully vested stock for founders' equity, paying "finders", using imprecise language to describe equity grants, publicly discussing private stock offerings, promising "no dilution", neglecting obligations to current employers, and not having written agreements with third-party developers or designers. The goal is to set off "alarms" for opportunities to avoid mistakes as opportunities arise during the startup process.

1. A Bootstrapper’s Guide to Not Screwing Up (too badly)

2. The Gillespie Law GroupRepresenting Startups and Growth-Stage Businesses Dave Gillespie dgillespie@thegillespielawgroup.com 614-344-4842 @GillespieLaw www.thegillespielawgroup.com

3. Our goal To create alarms that will be triggered when opportunities to screw up arise.

4. Don’t form your entity too late Ideally: Use a lawyer. But if you cannot… You probably are not screwing up if you: File LLC papers with Secretary of State. Don’t need written partnership agreement. Until later stages, it’s not too hard to convert later. You are probably screwing up if you: Use Legal Zoom. Bad written agreements are usually worse than no written agreement

5. Don’t use fully vested stock for founders’ equity Ownership is based on the work that you do in the future not an agreement you make today

6. Don’t Pay a “Finder” Who is a “Finder”? What are the consequences? What is the worst case scenario? criminal charges 

7. Don’t Talk in Percentages Why? Equity Grants require very precise language. Correct: “Company will grant you X shares of [type] stock, at Y time, for $/work.” Incorrect: “You’ll own X% of the Company.” Really? When? Forever?

8. Don’t tweet about your “private” offering General Rule: You can’t sell stock without registering with SEC. However, startups typically rely on “private offering” exemptions. Publicizing your “private” offering can ruin the exemption!!!!

9. Don’t EVER promise “no dilution” Dilution isn’t always bad. Anti-dilution ≠ no dilution. Anti-dilution provisions are for down rounds only.

10. Don’t forget about your current employer Make sure your boss and your cofounder’s boss don’t end up owning part of your company. Rule of thumb: Don’t use company property orwork on your idea during work hours. Bad: Non-competition clauses. Worse: Assignment of Inventions Clauses. You’re probably going to need to quit first or get a written exemption from your boss to be really safe.

11. Don’t use third-party developers or designers without a written agreement Copyright must be assigned by a written agreement. Without one: your developer owns the work product. Period.

12. SO…. Don’t form your entity too late. Don’t use fully vested stock for founders’ equity. Don’t pay a finder. Don’t talk in percentages. Don’t tweet about your private offering. Don’t promise “no dilution”. Don’t forget about your current employer. Don’t use third-party designers or developers without a written agreement.

13. A Bootstrapper’s Guide to Not Screwing Up (too badly)