# SnS Hospitality Group LLC

Partnership & Growth Plan
Parent: SnS Network Solutions Holdings LLC
Focus: Mobile/trailer-based food & beverage
Territory: NW Indiana + Southern Michigan
First Venture: The Daily Pour (coffee trailer)

## Membership

Member | Interest | Type
--- | --- | ---
SnS Network Solutions Holdings LLC | 75% (minimum) | Capital + control
Kiowa Scott — service equity | Up to 15% (guaranteed, earned over time) | Vested through operational work
Kiowa Scott — investment equity (proportional) | Up to 10% per venture | Proportional to startup capital contributed. Formula: (investment ÷ startup cost) × 100, capped at 10%.

## Kiowa's Role

- Finding and securing high-traffic parking spots / locations
- Managing legal compliance, permits, renewals across all locations
- Recruiting, hiring, and managing staff — Kiowa finds the best people for the job; she does not work the trailer herself
- Overseeing day-to-day operations (scheduling, vendor relationships, staff accountability)
- Ensuring profitability of the mobile fleet

## Equity Terms

Sam retains minimum 75% of the Hospitality Group. Maximum 25% is available — 15% guaranteed to Kiowa through service, 10% available through capital investment.

### Equity Breakdown

Allocation | Amount | How It's Earned
--- | --- | ---
Kiowa — Service Equity (guaranteed) | 15% | Earned through operational work, vested over time per venture (see below)
Kiowa — Investment Equity (proportional) | Up to 10% | Earned by contributing working capital at startup. Formula: (Kiowa's investment ÷ venture startup cost) × 100, capped at 10%.
Other Investor (if applicable) | Up to 10% | Same proportional formula. Available only if Kiowa does not fill the full 10% at startup.
Holdings (Sam) — minimum | 75% | Capital + control. Never drops below 75%.

Kiowa's guaranteed path: 15% through service equity (no capital required).
Her optional upside: Up to 10% additional — earned proportionally by investing working capital per venture. The more she puts in toward startup costs, the more she earns (capped at 10%). Must invest within 90 days of the Opening Date — after that, the tranche opens to other investors.

### Investment Equity Example (per venture)

Venture Startup Cost | Kiowa Invests | % of Startup | Investment Equity | + Service (12 mo) | Her Total
--- | --- | --- | --- | --- | ---
$50,000 | $5,000 | 10% | 10% | 15% | 25%
$50,000 | $2,500 | 5% | 5% | 15% | 20%
$50,000 | $1,000 | 2% | 2% | 15% | 17%
$50,000 | $0 | 0% | 0% | 15% | 15%

### Per-Venture Vesting (Service Equity — the guaranteed 15%)

Each venture (trailer) Kiowa participates in earns her equity in the Hospitality Group:

Grant | Amount | When
--- | --- | ---
Formation grant | 5% | Vests immediately upon venture formation
Service grant | 10% | Vests quarterly (2.5% per quarter) over 12 months from Opening Date
Total per venture | 15% | Fully vested after 12 months of active service

- Vesting clock starts on the Opening Date (first day of revenue-generating operations)
- Each venture has its own independent vesting schedule
- Total cumulative service equity is capped at 15%
- Additional up to 10% per venture through capital investment (proportional — see Equity Breakdown above)

## Mandatory Buyback — Departure Before Completion

If Kiowa departs before all 10 Daily Pour trailers are operational — she is required to sell her vested interest back to Holdings. The buyback price depends on how she leaves. These provisions expire upon the earlier of: (a) all 10 Daily Pour trailers achieving operational status, or (b) 7 years from the Formation Date of the Company, whichever comes first.

Departure Type | Buyback Price
--- | ---
Good standing + 90-day transition | 100% of FMV
Good standing, immediate departure | 75% of FMV
Abandonment (30+ days unresponsive) | 50% of FMV
For Cause (fraud/theft/intentional misconduct) | $0 — full forfeiture

FMV definition: Net asset value (assets − liabilities) × Kiowa's vested ownership %. Per most recent quarterly books, or independent valuation if disputed.

Payment terms (objective, based on amount):

- Under $25,000 → lump sum within 90 days
- $25,000–$100,000 → lump sum within 90 days OR 6-month installments, at Kiowa's election
- Over $100,000 → 12-month installment plan (either party may request)

Unvested portion: Forfeited automatically — reverts to Holdings at no cost.

### Trigger Events

- Voluntary resignation from operational role
- Failure to fulfill outcome-based responsibilities after written notice + 30-day cure period
- Removal for cause (fraud, theft, intentional misconduct — see Forfeiture)
- Mutual written agreement to part ways

### Performance Standards (Outcome-Based, No Hourly Tracking)

- All permits and licenses are current (no lapses)
- All operational locations are staffed and open per schedule
- Quarterly financial reports delivered within 30 days of quarter-end
- Expansion milestones progressing per the agreed growth plan
- SOPs documented and maintained for each venture

Process if not meeting outcomes: Written notice → 30-day cure → mediation → binding arbitration. No buyback without completing this process.

## After 10 Trailers Are Complete

The mandatory buyback expires upon the earlier of: (a) all 10 trailers operational, or (b) 7 years from Formation Date. The fleet is built (or the time has passed). The deal is honored.

### If She Keeps Working

Full equity, full distributions, full management authority. Business as usual.

### If She Stops Working

- Retains all vested equity as a passive member (economic rights only)
- Loses management authority — no decisions, no signing power, no operational role
- Dilution: Holdings will hire a W-2 operations manager to replace her role. That salary is a company expense (reduces distributable profit). Holdings may also issue new equity from its 75%+ position to incentivize the replacement — diluting Kiowa's percentage over time. She accepts this dilution as a consequence of stepping back.
- No forced buyback — she keeps what she earned

### If She Wants to Sell (Right of First Refusal)

Term | Detail
--- | ---
Who buys first? | Sam / Holdings gets first right to purchase
Price | 80% of current FMV (not projected — net asset value at time of offer)
Decision window | 60 days from written notice
If Sam passes | Kiowa may sell to a third party — but not at a lower price than offered to Sam
Buyer approval | Any third-party buyer must be approved by Holdings and execute a joinder
Partial sales | Same terms apply — Holdings' ROFR covers partial sales too

## Exit Scenarios — Summary

Scenario | Outcome
--- | ---
Leaves before 10 trailers — good standing + 90-day transition | Buyback at 100% of FMV. Unvested forfeited.
Leaves before 10 trailers — good standing, immediate | Buyback at 75% of FMV. Unvested forfeited.
Leaves before 10 trailers — abandonment | Buyback at 50% of FMV. Unvested forfeited.
Forfeiture for Cause (fraud/theft/intentional misconduct) | ALL equity forfeited. $0. Permanent removal.
Stays through 10 trailers, keeps working | Full equity, full distributions, full management authority.
Stays through 10 trailers, stops working | Keeps equity (passive), loses management authority, accepts dilution from replacement hire.
Stays through 10 trailers, wants to sell (all ventures excelling) | Holdings buys at 100% FMV. Must approve any third-party buyer (may not be unreasonably withheld).
Stays through 10 trailers, wants to sell (any venture declining) | Holdings buys at 85% FMV. Must approve any third-party buyer (may not be unreasonably withheld).

## 5-Year Growth Plan — "The Daily Pour"

Brand: The Daily Pour
Target: 10 trailers over 5 years
Investment/unit: ~$25,000
Revenue target/unit: 100 customers/day × $8 avg × 6 days/wk

Year | Trailers | Cumulative | Milestone
--- | --- | --- | ---
Year 1 (mo 1–12) | 1 | 1 | Build, learn, automate, reduce costs. 9-month operating period to prove the model.
Year 2 (mo 13–24) | 2–3 | 3 | 6-month cadence begins. Apply Year 1 lessons. First shift leads hired.
Year 3 (mo 25–36) | 4–5 | 5 | Systems mature, staffing bench built, costs optimized.
Year 4 (mo 37–48) | 6–8 | 8 | Pace accelerates if ops support it. Southern Michigan expansion.
Year 5 (mo 49–60) | 9–10 | 10 | Full fleet. Kiowa oversees all. Sam = capital + strategy only.

Year 1 philosophy: Build → Learn → Automate → Reduce cost → Then scale.
Launch cadence: 1 trailer every 6 months (after Year 1). No new trailer until the previous one is profitable.

## Roles in the Growth Plan

Role | Sam | Kiowa
--- | --- | ---
Capital | All investment | —
Location scouting | — | Find + secure lots
Permits & compliance | — | All filings, health dept, renewals
Buildout & equipment | Fund + approve | Coordinate
Hiring & staffing | — | Recruit, hire, and manage the best people for the job
Day-to-day operations | — | Oversee all locations (does NOT work the trailer herself)
Strategic decisions | Final authority | Input
Financial oversight | P&L review, distributions | Reports to Sam

## Growth Rules

- No new trailer until the previous one is profitable — growth is earned, not scheduled
- Each trailer must hit break-even within 90 days or operations are paused and diagnosed
- Staffing scales with trailers — Kiowa hires shift leads; she doesn't work every window forever
- Capital calls are Sam's decision — Kiowa proposes expansion, Sam approves the spend

## Future Ventures

"The Daily Pour" is the brand — every trailer is a Daily Pour location. The fleet will be deployed across NW Indiana (and eventually Southern Michigan). Each trailer is identified by its unit number:

Naming convention: T-[NUMBER] — e.g., T-00 (first trailer), T-01 (second), T-02 (third), through T-09 (tenth).

Unit | Status | Location
--- | --- | ---
T-00 | Planning | TBD — NW Indiana
T-01 | Future (Year 2) | TBD
T-02 | Future (Year 2) | TBD
T-03 – T-09 | Future (Years 3–5) | TBD

Other mobile ventures (Indian food truck, smoothie trailer, BBQ, etc.) are separate concepts under the Hospitality Group — not Daily Pour units. Each follows the same equity framework independently.