We are 3 founding partners in an early stage start up. We are all good friends, and just started to negotiate an equity agreement. Our goal is to be fair, but also be fundable, as we will be needing capital.
Founder #1: Non-technical, brings the idea, will be working full time and has done most of the design and work thus far.
Founder #2: Non-technical, will be coming on full time if we receive funding. He is also willing to put as much as $4,000 to $5,000 into the company, and has spent many hours working on this with me.
Founder #3: Semi technical, has also spent many hours working on the idea, but not as many as Fdr#1 or Fdr#2. He is also willing to invest $4,000 to $5,000. He also made the initial investments in the domain names and network hosting, funded a trial membership for a service we had previously used, was a big part of the original idea…even though it has morphed into something else, and brought the initial understanding of web development and hosting to the group. He also has executive experience. This founder lives out of state, so it is unclear as of now what his future contribution will be, and he will probably not be coming on full time. We are working on what his contribution will be.
Keep in mind that we are also working on finding a CTO that we will offer a co-founders position to.
Founder #3 has also requested an anti-dilution clause that will not allow his stock to dilute less than 5%. So if he had a 15% equity share, his stock would not dilute any further then 5%.
Is the anti-dilution clause something we should consider?