diff --git a/businesses/sns-hospitality-group/docs/hospitality-group-overview.html b/businesses/sns-hospitality-group/docs/hospitality-group-overview.html
index 6a2ecde..642b07d 100644
--- a/businesses/sns-hospitality-group/docs/hospitality-group-overview.html
+++ b/businesses/sns-hospitality-group/docs/hospitality-group-overview.html
@@ -183,7 +183,7 @@
Kiowa's guaranteed path: 15% through service equity (no capital required).
- Her optional upside: Up to 10% additional — earned proportionally by investing working capital at startup per venture. The more she puts in toward startup costs, the more she earns (capped at 10%). Must invest at or before the Opening Date — no retroactive buy-in.
+ 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)
@@ -214,39 +214,55 @@
Mandatory Buyback — Departure Before Completion
- 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.
+ 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.
- | Term | Detail |
|---|
- | Buyback price | 50% of current fair market value of her interest |
- | FMV definition | Net asset value (assets − liabilities) × her ownership %. Per most recent quarterly books, or independent valuation if disputed. |
- | Mandatory? | Yes — she cannot retain passive ownership before the 10-trailer milestone |
- | Payment terms | Lump sum within 90 days, or 12-month installment plan at Sam's election |
- | Unvested portion | Forfeited automatically — reverts to Holdings at no cost |
+ | 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 perform duties for 30+ consecutive days without approved leave
- - Removal for cause (fraud, theft, gross negligence, breach of NDA)
+ - 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
- What "Fails to Add Value" Means (Objective Triggers)
+ Performance Standards (Outcome-Based, No Hourly Tracking)
- - 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
+ - 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. The fleet is built. The deal is honored.
+ 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
@@ -281,8 +297,8 @@
| 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. |
- | Stays through 10 trailers, wants to sell (any venture declining) | Holdings buys at 85% FMV. Must approve any third-party buyer. |
+ | 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). |
diff --git a/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html b/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html
index e5b6eab..9febe95 100644
--- a/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html
+++ b/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html
@@ -241,7 +241,8 @@
- - Timing: Investment must be made at startup (before or at the Opening Date). No retroactive buy-in after operations begin.
+ - Timing: Investment must be made within 90 days of the Opening Date. No retroactive buy-in after this window closes.
+ - After 90 days: If Kiowa has not invested (or has not filled the full 10%), the remaining tranche opens to third-party investors at Holdings' discretion.
- Per venture: Each trailer/venture has its own startup cost and its own investment opportunity. Investing in T-00 does not carry over to T-01.
- Cap: Investment equity is capped at 10% regardless of how much Kiowa contributes — she cannot buy more than 10% per venture.
- Vests immediately: Investment equity vests on the date funds are received by the Company. No time-based vesting.
@@ -267,7 +268,9 @@
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.
+ 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.
7.1 Tiered Buyback Pricing
@@ -281,8 +284,12 @@
FMV definition: Net asset value (total assets − total liabilities) × Kiowa's
vested ownership percentage, as determined by the Company's most recent quarterly books.
If disputed, an independent third-party valuation at shared cost.
- Payment terms: Lump sum within 90 days of the departure date, or a 12-month
- installment plan at Holdings' election.
+ Payment terms:
+
+ - Buyback amount under $25,000 → lump sum within 90 days
+ - Buyback amount $25,000–$100,000 → lump sum within 90 days OR 6-month installment plan, at Kiowa's election
+ - Buyback amount over $100,000 → 12-month installment plan (either party may request)
+
Unvested portion: Any unvested equity at the time of departure is forfeited
automatically — reverts to Holdings at no cost, regardless of departure type.
@@ -385,7 +392,7 @@
| Price (good standing, all ventures excelling) | 100% of FMV — Holdings matches fair market value when all businesses are performing and the departure is amicable |
| Price (if any venture is declining) | 85% of FMV — reduced to reflect transition risk when performance is mixed |
| Decision window | 60 days from written notice |
- | If Holdings passes | Kiowa may sell to a third party — but the buyer must be approved by Holdings. No sale to any party Holdings does not consent to. |
+ | If Holdings passes | Kiowa may sell to a third party — but the buyer must be approved by Holdings. Approval may not be unreasonably withheld. No sale to any party Holdings does not consent to. |
| Third-party price floor | Kiowa cannot sell to a third party at a price lower than what Holdings was offered |
| Partial sales | Same terms apply — Holdings' ROFR covers partial sales too |