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I contracted the development of a prototype for my web app. The developing company liked the idea, so rather than paying them cash in full, they agreed to a reduced price in exchange for 20% of the equity. Additionally, a friend bought another 10% of the equity to help pay the developing company.

So now it's myself with 70%, dev company with 20%, and my friend with 10%.

But I met with a cofounder interested in partnering. The dev company and friend aren't really going to help with coding/etc at this point and simply have a percentage of the equity.

How would my new cofounder and I split the equity? I'd think we both would have an equal amount, but this would mean that the company and my other friend would have their percentages diluted, correct?

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Did you stipulate how equity dilution would be distributed among the existing shareholders in a written contract? If not, how are the parties planning to enforce the current arrangement and changes to it?

You will need to discuss how dilution will be distributed with the dev company and your friend with 10% and a lot will depend on what they will accept as fair.

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