From 8a5d8e6ee2a48865ea42b1490ad92f2e4878ddd3 Mon Sep 17 00:00:00 2001 From: Samuel James Date: Sat, 1 Aug 2026 14:55:45 -0500 Subject: [PATCH] =?UTF-8?q?OA=20+=20Overview:=20Kiowa=20feedback=20round?= =?UTF-8?q?=202=20=E2=80=94=20agreed=20terms?= MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit - ROFR: buyer approval 'may not be unreasonably withheld' - Investment window: 90 days from Opening Date (was 'at startup') - Payment terms: objective tiers based on amount (not Holdings' discretion) Under 25k=lump, 25k-100k=Kiowa's choice, over 100k=12mo installments - 7-year sunset: mandatory buyback expires at earlier of 10 trailers operational OR 7 years from formation date - Overview updated to match all OA changes --- .../docs/hospitality-group-overview.html | 52 ++++++++++++------- .../docs/kiowa-partnership-agreement.html | 17 ++++-- 2 files changed, 46 insertions(+), 23 deletions(-) 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.
- - - - - - + + + + +
TermDetail
Buyback price50% of current fair market value of her interest
FMV definitionNet 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 termsLump sum within 90 days, or 12-month installment plan at Sam's election
Unvested portionForfeited automatically — reverts to Holdings at no cost
Departure TypeBuyback Price
Good standing + 90-day transition100% of FMV
Good standing, immediate departure75% 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):

+ + +

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

+

Trigger Events

-

What "Fails to Add Value" Means (Objective Triggers)

+

Performance Standards (Outcome-Based, No Hourly Tracking)

+

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 workingFull equity, full distributions, full management authority. Stays through 10 trailers, stops workingKeeps 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 @@