# SnS Hospitality Group LLC

**Parent:** SnS Network Solutions Holdings LLC (85%)
**Partner:** Kiowa Scott (15% — vested, permanent after Year 1)
**Focus:** Mobile/trailer-based food & beverage ventures
**Territory:** NW Indiana and Southern Michigan

## Membership

| Member | Interest | Type |
|--------|----------|------|
| SnS Network Solutions Holdings LLC | 75% (minimum) | Capital + control |
| Kiowa Scott | Up to 25% (earned per venture) | Service equity (vested over time) |

## Kiowa's Role
- Finding and securing high-traffic parking spots / locations
- Managing legal compliance, permits, renewals across all locations
- Overseeing day-to-day operations (hiring, scheduling, vendor relationships)
- Ensuring profitability of the mobile fleet

## Kiowa's Equity Terms

**Sam retains minimum 75% of the Hospitality Group. Maximum 25% is available to Kiowa, earned per venture.**

### Per-Venture Vesting

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 equity across all ventures is **capped at 25%**

### Mandatory Buyback — Departure or Failure to Perform

**If Kiowa leaves, becomes inactive, or fails to add material value at any point before all 10 trailers are operational:**

- She is **required to sell her vested interest** back to Holdings
- **Buyback price: 50% of the current fair market value** of her interest at the time of departure
- "Current fair market value" = the Hospitality Group's net asset value (total assets minus total liabilities) multiplied by Kiowa's ownership percentage, as determined by the Company's most recent quarterly books or an independent valuation if disputed
- The buyback is **mandatory, not optional** — she cannot retain passive ownership if she exits before the 10-trailer milestone is reached
- **Trigger events:**
  - Voluntary resignation from operational role
  - Failure to perform duties for 30+ consecutive days without approved leave
  - Removal for cause (fraud, theft, gross negligence, breach of NDA)
  - Mutual written agreement to part ways
- **Payment terms:** lump sum within 90 days of the trigger event, or a 12-month installment plan at Sam's election
- **After all 10 trailers are operational:** the mandatory buyback expires. At that point, if Kiowa stops working, she retains her vested equity as a passive member (economic rights only, no management authority) — the fleet is built, the mission is accomplished.

### What "fails to add value" means (objective triggers)

To avoid disputes, "failure to add value" is defined as any of:
- Locations going unstaffed or closing due to Kiowa's inaction
- Permits/licenses lapsing due to missed renewals she was responsible for
- Failure to actively manage at least 3 days/week across operational locations
- Consecutive quarterly revenue decline across her managed locations without a documented recovery plan

### Unvested Interest on Departure

Any **unvested** portion at the time of departure is forfeited automatically — it does not transfer, is not bought back, and reverts to Holdings at no cost.

### If she stops working (after 10 trailers are complete)
- Retains all vested equity as a passive member (economic rights only)
- **Loses management authority** — no decisions, no signing power, no operational role
- **Dilution:** Because she is no longer contributing operational value, Holdings will hire a W-2 operations manager to replace her role. The cost of that hire (salary + benefits) is a company expense that reduces distributable profit — her distributions shrink accordingly. Additionally, Holdings may issue new equity (from its own 75%+ position) to incentivize the replacement manager, which would dilute Kiowa's percentage over time. She accepts this dilution as a consequence of stepping back.
- **She keeps what she earned** — no forced buyback after the 10-trailer milestone. The fleet is built; the deal is honored.

### Right of First Refusal — Post-Completion Sale

If Kiowa decides to **sell** her vested interest after the 10 trailers are complete:

- **Sam / Holdings gets first right to purchase** at **80% of current fair market value** (not projected, not future — current net asset value at the time she offers to sell)
- "Current fair market value" = Hospitality Group's net assets (total assets minus total liabilities) as of the most recent quarterly close, multiplied by her ownership percentage. If disputed, an independent third-party valuation at shared cost.
- **Process:**
  1. Kiowa gives written notice of intent to sell, stating her asking price
  2. Holdings has **60 days** to exercise the right of first refusal at 80% of FMV
  3. If Holdings declines, Kiowa may sell to a third party — but **not at a price lower than what Holdings was offered** (no sweetheart deals that bypass Sam)
  4. Any third-party buyer must be approved by Holdings (majority vote per the OA) and execute a joinder to the operating agreement
- **Partial sales:** Kiowa may sell a portion of her interest under the same terms. Holdings' right of first refusal applies to each partial sale.

### Summary of Exit Scenarios

| Scenario | Outcome |
|----------|---------|
| Leaves **before** 10 trailers | Mandatory buyback at **50% of FMV**. Unvested portion forfeited. |
| 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** | Sam/Holdings gets first right to buy at **80% of FMV**. Third-party sale only if Sam passes. |

## Ventures

### Coffee Trailers — "The Daily Pour" (ACTIVE — 3-year growth plan)

**Brand:** The Daily Pour
**Target:** 10 mobile drive-through coffee trailers over 5 years
**Model:** Low-cost enclosed trailers + commercial espresso equipment
**Investment per unit:** ~$25,000 (used trailer + buildout + equipment)
**Revenue target per unit:** 100 customers/day × $8 avg × 6 days/wk
**Territory:** NW Indiana + Southern Michigan (high-traffic lots — Walmart, Chick-fil-A, gas stations, Notre Dame area)

#### 5-Year Rollout Plan (Sam + Kiowa)

| Year | Trailers | Cumulative | Milestone |
|------|----------|------------|-----------|
| **Year 1** (months 1–12) | 1 | 1 | Build trailer #1, learn everything, automate what we can, reduce costs. Full 9-month operating period to prove the model before considering #2. |
| **Year 2** (months 13–24) | 2–3 | 3 | Launch #2 at ~month 13 (6-month cadence begins). Apply Year 1 lessons. #3 at ~month 19. Kiowa managing multi-location ops, first shift leads hired. |
| **Year 3** (months 25–36) | 4–5 | 5 | Continued 6-month cadence. Systems mature, staffing bench built, cost structure optimized. |
| **Year 4** (months 37–48) | 6–8 | 8 | Pace can accelerate if ops support it. Evaluate territory expansion (Southern Michigan). |
| **Year 5** (months 49–60) | 9–10 | 10 | Full fleet. Kiowa oversees all locations + staff. Sam provides capital + strategic direction only. |

**Launch cadence:** 1 trailer every 6 months (after Year 1's learning period). No new trailer until the previous one is profitable — cadence is a target, not a commitment.

**Year 1 philosophy:** Build → Learn → Automate → Reduce cost → Then scale.

#### 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, schedule, manage |
| Day-to-day operations | — | ✅ All locations |
| 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
- **Kiowa's 15% vests across the whole Hospitality Group** — she benefits from every trailer, not just the first
- **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

See `coffee-trailers/01-daily-pour/` for Trailer #1 working files.

### Indian Food Truck (PENDING)
- Awaiting proposal from Indian staff
- See `indian-food-truck/` when ready

## Future Ventures (not yet formed)
All future Hospitality ventures will be mobile/trailer-based. Examples:
- Smoothie/juice trailer
- BBQ trailer
- Dessert/ice cream trailer
- Mobile bar (events)
