Right now, I hear you own 1/4 of a company without vesting. They own 3/4 of a company with potential without vesting. If you have vesting on your section, you own a tiny bit of the company, and a strong need to leave or get a much better structure right now. As is, the current structure sounds a bit poisonous to the company’s well being if you’re looking to be a venture backed startup.
Is there any current mandate of any of you continuing to work on the company to maintain the shares? Or are you all currently vesting shares? Do you have non-dilution agreements in place at all?
If you are, well, this new contractor is in a really crappy position and should not join this.
I think at the “standoff” level of conflict, all 3 of you become “investors” and you happen to also take a role at the company that has no condition on your current shares. Yes, that’s shit, but so is this situation. It seems you expected one of them to take a CEO/leadership role eventually or something from what you’re saying above.
I think at the “trying to ever be able to hire people again” goal, they reduce their component to ~40% of the company, and the rest goes into a employee/future investment pool. You move your stake to whatever would match a 4 year vesting window and the role you now plan to play (CEO vs CTO). A dilution agreement for further investment rounds can possibly be set now as well.
As you are an interested party, it seems like you should all be looking at a standardized set of docs, and you personally should be hiring your own lawyer to look at them all.