From c4bd17ed374b7f94208868167a7f1ad2540eda5e Mon Sep 17 00:00:00 2001 From: Samuel James Date: Sat, 1 Aug 2026 11:26:50 -0500 Subject: [PATCH] Holdings OA (single-member, simplified), Hospitality Group OA (multi-member w/ Kiowa terms), T-00 trailer setup MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit - Holdings OA: redrafted as single-member, removed trust/estate provisions, expanded IP authority, removed logo - REMINDERS.md: Indiana LLC compliance/maintenance schedule - Hospitality Group OA: full multi-member agreement reflecting negotiated terms — tiered buyback (100/75/50/0), ROFR, forfeiture for cause, grant finder fee, proportional investment equity, outcome-based metrics, mutual consent on major decisions, Operations Director role, shared escalation responsibility - Hospitality Group Overview: matching HTML summary document - T-00 (Daily Pour): directory structure, README, materials.csv with equipment/pricing/links, branding assets, mockups, floorplan - README: updated 5-year growth plan, equity terms, roles --- businesses/00-holdings/docs/REMINDERS.md | 140 ++++ .../00-holdings/docs/operating-agreement.html | 297 ++----- .../00-holdings/docs/operating-agreement.md | 206 +++-- businesses/sns-hospitality-group/README.md | 133 +++- .../coffee-trailers/T-00/README.md | 58 ++ .../coffee-trailers/T-00/branding/logo.png | Bin 0 -> 2230072 bytes .../T-00/docs/daily-pour-color.txt | 142 ++++ .../T-00/docs/dp-floorplan.png | Bin 0 -> 2248621 bytes .../coffee-trailers/T-00/materials.csv | 71 ++ .../mockups/dailypour-trailer-dt-mockup.png | Bin 0 -> 2448868 bytes ...pour-trailer-dt-mockup.png:Zone.Identifier | Bin 0 -> 25 bytes .../T-00/mockups/dailypour-winter-mockup.png | Bin 0 -> 2770266 bytes ...ailypour-winter-mockup.png:Zone.Identifier | Bin 0 -> 25 bytes .../T-00/mockups/mock-color.png | Bin 0 -> 2344322 bytes .../mockups/mock-color.png:Zone.Identifier | Bin 0 -> 25 bytes .../docs/hospitality-group-overview.html | 361 +++++++++ .../docs/kiowa-partnership-agreement.html | 730 ++++++++++-------- 17 files changed, 1496 insertions(+), 642 deletions(-) create mode 100644 businesses/00-holdings/docs/REMINDERS.md create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/README.md create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/branding/logo.png create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/docs/daily-pour-color.txt create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/docs/dp-floorplan.png create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/materials.csv create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/mockups/dailypour-trailer-dt-mockup.png create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/mockups/dailypour-trailer-dt-mockup.png:Zone.Identifier create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/mockups/dailypour-winter-mockup.png create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/mockups/dailypour-winter-mockup.png:Zone.Identifier create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/mockups/mock-color.png create mode 100644 businesses/sns-hospitality-group/coffee-trailers/T-00/mockups/mock-color.png:Zone.Identifier create mode 100644 businesses/sns-hospitality-group/docs/hospitality-group-overview.html diff --git a/businesses/00-holdings/docs/REMINDERS.md b/businesses/00-holdings/docs/REMINDERS.md new file mode 100644 index 0000000..d9040aa --- /dev/null +++ b/businesses/00-holdings/docs/REMINDERS.md @@ -0,0 +1,140 @@ +# SnS Network Solutions Holdings LLC — Compliance & Maintenance Reminders + +**Entity:** SnS Network Solutions Holdings LLC +**State:** Indiana (St. Joseph County) +**EIN:** 42-4099038 +**Formation date:** July 27, 2026 +**Registered agent:** Samuel S. James, 759 Boxwood Drive, South Bend, IN 46641 +**Admin domain:** snsnetworksolutions.net +**Tools:** Google Workspace (Drive, Docs, Sheets, Calendar) + +--- + +## Annual / Recurring Obligations + +### 1. Business Entity Report (every 2 years) + +| Field | Detail | +|-------|--------| +| **What** | Indiana Business Entity Report | +| **Due** | Every 2 years, in your formation anniversary month (**July**) | +| **First due** | **July 2028** | +| **Cost** | $32 online | +| **Where** | [INBiz](https://inbiz.in.gov) → My Filings → File a Report | +| **Consequence of missing** | Administrative dissolution — the LLC ceases to exist in the eyes of the state | + +**How to file:** +1. Log into INBiz (your account is already set up — see `inbiz-account-setup.md`) +2. Navigate to your entity: SnS Network Solutions Holdings LLC +3. Click "File a Report" +4. Confirm: registered agent name/address, principal office, member name +5. Pay $32 (card) +6. Save the confirmation receipt to Google Drive → `Holdings/Compliance/` + +**Calendar reminder:** Set for June 1 of every even year (2028, 2030, 2032…) — gives you a full month buffer before the July deadline. + +--- + +### 2. Registered Agent Obligation (ongoing) + +You are your own registered agent. This means: + +- You must be **available at 759 Boxwood Drive during normal business hours** to accept service of process (legal papers, state correspondence) +- If you move, travel extended periods, or can't reliably be there — **appoint a commercial registered agent** ($100–300/yr) and update INBiz within 30 days of the change + +**If your address changes:** +1. INBiz → entity → "Change of Registered Agent/Office" +2. Update this document +3. Update the Operating Agreement (§2) + +--- + +### 3. Tax Filing (annual) + +| Field | Detail | +|-------|--------| +| **Federal** | As a single-member LLC, the entity is **disregarded** — report on your personal 1040 (Schedule C or Schedule E depending on activity) | +| **Indiana state** | Indiana does not have a separate LLC annual tax/franchise tax. Your LLC income flows to your personal Indiana IT-40. | +| **Due** | April 15 (same as personal return) — or extension deadline (October 15) | + +**When this changes:** +- If you elect S-corp treatment → Form 1120-S due March 15 + K-1 to yourself +- If you add members → partnership return (Form 1065) due March 15 + +**For now:** Nothing extra to file. Your CPA handles it with your personal return. Just keep Holdings income/expenses tracked separately (even if $0). + +--- + +### 4. Bookkeeping (ongoing — even if $0) + +Maintain a separate ledger for Holdings, even if nothing flows through it yet. This proves the entity is real and separate from you personally. + +**Minimum:** +- Dedicated bank account (no personal transactions through it) +- Track: any capital contributions, any distributions, any expenses (filing fees, LegalShield, domain renewal) +- Year-end: produce a simple P&L and balance sheet (even if it's $32 filing fee and $0 revenue) + +**Tool:** Google Sheets → `Holdings/Financials/` — one sheet per year is fine until there's real volume. + +--- + +### 5. Domain Renewal + +| Domain | Registrar | Renews | Cost | +|--------|-----------|--------|------| +| snsnetworksolutions.net | TBD — confirm | TBD — confirm | ~$12–15/yr | + +**Action:** Confirm the registrar and renewal date. Set a calendar reminder 30 days before expiry. Consider enabling auto-renew. + +--- + +## One-Time Items (do once, then done) + +| Item | Status | Notes | +|------|--------|-------| +| Sign the Operating Agreement | **TODO** | Print, sign, date, scan to Drive `Holdings/Legal/` | +| Open Holdings bank account | **TODO** | Bring: EIN letter (CP 575 G) + signed OA + certificate of organization | +| Store formation docs in Drive | **TODO** | Certificate of org, EIN letter, signed OA, INBiz receipt → `Holdings/Legal/` | +| Set calendar reminders | **TODO** | BER (June 1, 2028), domain renewal, LegalShield renewal | + +--- + +## Subsidiary Formation Checklist (repeat per sub) + +When you form a new subsidiary under Holdings: + +1. Confirm name on INBiz +2. File Articles of Organization ($95) — list Holdings LLC as sole member +3. Get EIN for the sub (IRS online, free) +4. Draft subsidiary operating agreement — Holdings as sole member +5. Open subsidiary bank account (separate from Holdings and personal) +6. Record the subsidiary in Holdings' decision log +7. Set the sub's own BER reminder (2 years from its formation month) + +--- + +## Key Dates Summary + +| Date | Event | Action | +|------|-------|--------| +| July 27, 2026 | Formation | Done ✅ | +| **June 1, 2028** | BER reminder fires | File report on INBiz ($32) before end of July 2028 | +| **July 2028** | BER deadline | Must be filed or entity faces admin dissolution | +| Every 2 years after | BER | Repeat | +| April 15 annually | Tax (personal return includes Holdings) | CPA handles — just provide the separate Holdings ledger | + +--- + +## Where Things Live + +| What | Where | +|------|-------| +| Legal docs (signed OA, cert of org, EIN) | Google Drive → `Holdings/Legal/` | +| Compliance receipts (BER confirmations) | Google Drive → `Holdings/Compliance/` | +| Financials (ledger, P&L) | Google Sheets → `Holdings/Financials/` | +| This repo (working docs, drafts, branding) | `sns-network-solutions/businesses/00-holdings/` | +| Passwords/secrets | Bitwarden | + +--- + +*This is a maintenance checklist, not legal advice. Confirm deadlines with your CPA and attorney.* diff --git a/businesses/00-holdings/docs/operating-agreement.html b/businesses/00-holdings/docs/operating-agreement.html index 3e86bd7..5b05f06 100644 --- a/businesses/00-holdings/docs/operating-agreement.html +++ b/businesses/00-holdings/docs/operating-agreement.html @@ -3,7 +3,7 @@ -Amended and Restated Operating Agreement — SnS Network Solutions Holdings LLC +Operating Agreement — SnS Network Solutions Holdings LLC + + + +
+ +
+

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

+ + + + + +
MemberInterestType
SnS Network Solutions Holdings LLC75% (minimum)Capital + control
Kiowa Scott — service equityUp to 15% (guaranteed, earned over time)Vested through operational work
Kiowa Scott — investment equity (proportional)Up to 10% per ventureProportional to startup capital contributed. Formula: (investment ÷ startup cost) × 100, capped at 10%.
+ + +

Kiowa's Role

+ + + +

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

+ + + + + + +
AllocationAmountHow 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) — minimum75%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 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. +
+ +

Investment Equity Example (per venture)

+ + + + + + +
Venture Startup CostKiowa Invests% of StartupInvestment Equity+ Service (12 mo)Her Total
$50,000$5,00010%10%15%25%
$50,000$2,5005%5%15%20%
$50,000$1,0002%2%15%17%
$50,000$00%0%15%15%
+ +

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

+

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

+ + + + + +
GrantAmountWhen
Formation grant5%Vests immediately upon venture formation
Service grant10%Vests quarterly (2.5% per quarter) over 12 months from Opening Date
Total per venture15%Fully vested after 12 months of active service
+ + + +

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. +
+ + + + + + + + +
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
+ +

Trigger Events

+ + +

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

+ + + +

After 10 Trailers Are Complete

+ +
+ The mandatory buyback expires. The fleet is built. The deal is honored. +
+ +

If She Keeps Working

+

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

+ +

If She Stops Working

+ + +

If She Wants to Sell (Right of First Refusal)

+ + + + + + + + +
TermDetail
Who buys first?Sam / Holdings gets first right to purchase
Price80% of current FMV (not projected — net asset value at time of offer)
Decision window60 days from written notice
If Sam passesKiowa may sell to a third party — but not at a lower price than offered to Sam
Buyer approvalAny third-party buyer must be approved by Holdings and execute a joinder
Partial salesSame terms apply — Holdings' ROFR covers partial sales too
+ + +

Exit Scenarios — Summary

+ + + + + + + + + + +
ScenarioOutcome
Leaves before 10 trailers — good standing + 90-day transitionBuyback at 100% of FMV. Unvested forfeited.
Leaves before 10 trailers — good standing, immediateBuyback at 75% of FMV. Unvested forfeited.
Leaves before 10 trailers — abandonmentBuyback at 50% of FMV. Unvested forfeited.
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.
+ + +

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
+
+ + + + + + + + +
YearTrailersCumulativeMilestone
Year 1 (mo 1–12)11Build, learn, automate, reduce costs. 9-month operating period to prove the model.
Year 2 (mo 13–24)2–336-month cadence begins. Apply Year 1 lessons. First shift leads hired.
Year 3 (mo 25–36)4–55Systems mature, staffing bench built, costs optimized.
Year 4 (mo 37–48)6–88Pace accelerates if ops support it. Southern Michigan expansion.
Year 5 (mo 49–60)9–1010Full 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

+ + + + + + + + + + +
RoleSamKiowa
CapitalAll investment—
Location scouting—Find + secure lots
Permits & compliance—All filings, health dept, renewals
Buildout & equipmentFund + approveCoordinate
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 decisionsFinal authorityInput
Financial oversightP&L review, distributionsReports to Sam
+ + +

Growth Rules

+ + + +

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). +
+ + + + + + + +
UnitStatusLocation
T-00PlanningTBD — NW Indiana
T-01Future (Year 2)TBD
T-02Future (Year 2)TBD
T-03 – T-09Future (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.

+ +
+ + + + + diff --git a/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html b/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html index ba27554..e5b6eab 100644 --- a/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html +++ b/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html @@ -3,20 +3,22 @@ -Partnership & Equity Framework — Kiowa Scott +Operating Agreement — SnS Hospitality Group LLC @@ -151,290 +97,422 @@
-

PARTNERSHIP & EQUITY FRAMEWORK

-
SnS Network Solutions Holdings LLC — Kiowa Scott
+

OPERATING AGREEMENT

+
SnS Hospitality Group LLC
-
Holding entity: SnS Network Solutions Holdings LLC
-
Managing Member: Samuel S. James (97%)
-
Partner: Kiowa Scott
-
State: Indiana
-
Effective: ________________
+
Entity: SnS Hospitality Group LLC
+
Type: Multi-Member LLC (Indiana)
+
Parent: SnS Network Solutions Holdings LLC
+
Effective date: ________________
-
- Not legal advice. This is a working draft for LegalShield / attorney review. - Items in [brackets] need confirmation before signing. Neither party should - rely on this document until reviewed by an Indiana-licensed attorney and CPA. -
- - -

1. Purpose & Scope

-

This framework governs the Membership Interest granted to Kiowa Scott - ("Kiowa") in SnS Hospitality Group LLC (the "Group"), a subsidiary of SnS - Network Solutions Holdings LLC ("Holdings"). Kiowa's 15% interest is at the - Group level — she participates in ALL mobile/trailer-based ventures operated - under the Group (coffee trailers, food trucks, and any future mobile venture).

-

Kiowa is not a Member of Holdings itself. Samuel S. James remains Holdings' - sole owner. This framework applies only to SnS Hospitality Group LLC.

-

Territory: NW Indiana and Southern Michigan.

- - -

2. Kiowa's Role (Per Venture)

- - - -

3. The Grant — Split Structure

-

Total potential equity per venture: 15% Membership Interest, split into two buckets:

+ +

1. Formation and Purpose

+

This Operating Agreement (the "Agreement") is entered into by the undersigned Members + to govern the operations of SnS Hospitality Group LLC (the "Company"), a limited + liability company organized under the Indiana Business Flexibility Act (Indiana Code + § 23-18).

+

The Company is formed to own, operate, and manage mobile and trailer-based food and + beverage ventures across Northwest Indiana and Southern Michigan. The first venture + is "The Daily Pour" — a fleet of drive-through coffee trailers deployed to + high-traffic locations.

+

The Members acknowledge that the Company's success depends on both capital + investment (provided by Holdings) and operational excellence, systems development, + compliance management, and growth leadership (provided by Kiowa). This Agreement is + designed to fairly recognize and protect both forms of contribution.

+ +

2. Members and Ownership

- - - - - - - - - - - + + + +
BucketAmountCondition
Formation Grant5%Vests immediately on the Formation Date (date Articles of Organization are - filed). Payment for sourcing the venture and completing entity formation. No - clawback.
Service Grant10%Vests in 4 equal quarterly tranches (2.5% each) from the Opening Date, - conditional on active service (see §4).
MemberInterestType
SnS Network Solutions Holdings LLC ("Holdings")75% minimumCapital + control
Kiowa Scott ("Kiowa") — serviceUp to 15% (guaranteed, earned over time)Vested through operational work
Kiowa Scott ("Kiowa") — investmentUp to 10% (proportional to startup capital contributed)Must invest at startup per venture. Formula: (contribution ÷ startup cost) × 100, capped at 10%.
-
- Formation Date = day the subsidiary's Articles of Organization are filed with - the Indiana Secretary of State.
- Opening Date = day the venture begins revenue-generating operations (e.g., first - paying customer). The vesting clock starts here, not the Formation Date. +
+ Holdings never drops below 75%. Kiowa's guaranteed path is 15% through service. + An additional up to 10% is earned proportionally by investing working capital at + startup — the more she contributes toward a venture's startup cost, the more + investment equity she earns (capped at 10%). If she doesn't invest, the tranche may + be offered to another investor at Holdings' discretion.
- -

4. Service Grant — Vesting Schedule

-

Measured from the Opening Date (first coffee trailer serves its first paying customer):

+ +

3. Management

+

The Company shall be Member-managed. Holdings (represented by Samuel S. James) + retains sole authority over all day-to-day operational decisions and capital deployment.

+

3.1 Holdings' Authority (Samuel S. James)

+
    +
  • Capital expenditures and investment decisions
    • +
  • Forming, acquiring, or dissolving ventures
    • +
  • Opening and controlling bank accounts
    • +
  • Approving new locations and expansion timing
    • +
  • Hiring and removing the General Manager
    • +
+ +

3.2 Kiowa's Role — Operations Director

+

Kiowa serves as Operations Director — a strategic and administrative leadership + role. Her responsibilities:

+
    +
  • Compliance — permits, licenses, health department filings, renewals
    • +
  • Site selection — finding and securing high-traffic lot locations
    • +
  • SOPs — building standard operating procedures and systems for scale
    • +
  • Grant sourcing — identifying, applying for, and securing grants/funding
    • +
  • Growth planning — expansion strategy, new market evaluation
    • +
  • Legal/admin — formation paperwork, regulatory filings, insurance coordination
    • +
  • Recruiting Location Managers — finding the right people to run each trailer
    • +
+ +

3.3 Location Manager (Per Trailer)

+

Each trailer is run by a Location Manager — the lead barista/operator who is + empowered to handle day-to-day operations independently:

+
    +
  • Opening/closing the trailer
    • +
  • Scheduling and managing their own support staff
    • +
  • Vendor relationships and supply ordering
    • +
  • Customer service and quality control
    • +
  • Hiring part-time support for their location
    • +
+

The Location Manager runs their trailer. They are NOT managed by a General Manager — + they report directly to Sam and Kiowa as co-founders.

+ +

3.4 Shared Founder Responsibility — Escalations

+

Sam and Kiowa share responsibility for issues the Location Manager cannot + resolve on their own, including:

+
    +
  • Equipment failure (generator, espresso machine, refrigeration)
    • +
  • Infrastructure issues (power outage, leaks, internet/network down)
    • +
  • Lease/landlord disputes
    • +
  • Major staffing issues (Location Manager quits, needs to be replaced)
    • +
  • Any situation requiring capital expenditure or legal action
    • +
+

Either founder may handle an escalation. Neither founder is solely responsible for + day-to-day store operations — that is the Location Manager's job.

+ +

3.5 Major Decisions Requiring Mutual Consent

+

The following decisions require the written consent of both Members (Holdings + AND Kiowa), regardless of ownership percentage:

+
    +
  • Selling or merging the Company (or any material portion of its assets)
    • +
  • Dissolving the Company
    • +
  • Issuing new equity that would dilute any Member's vested interest
    • +
  • Amending this Operating Agreement
    • +
+

All other business decisions remain under Holdings' authority per §3.1.

+ + +

4. Equity Vesting — Service Grant (15%)

+

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

- - - - - - + + + + + + +
MilestoneVestsCumulative TotalCondition
Formation Date (Group LLC filed)5.0%5.0%Immediate — formation work complete
3 months2.5%7.5%Actively performing duties
6 months2.5%10.0%Actively performing duties
9 months2.5%12.5%Actively performing duties
12 months2.5%15.0%Actively performing duties
GrantAmountWhen
Formation grant5%Vests immediately upon venture formation (Articles filed)
Service grant (Q1)2.5%3 months from Opening Date
Service grant (Q2)2.5%6 months from Opening Date
Service grant (Q3)2.5%9 months from Opening Date
Service grant (Q4)2.5%12 months from Opening Date
Total15%Fully vested after 12 months of active service
- -

4.1 "Actively Performing" Defined

-

At each quarterly milestone, Kiowa must be, at minimum:

    -
  • Handling or coordinating legal filings, permits, renewals, and regulatory compliance
    • -
  • Providing regular management oversight (financial reviews, vendor/operator - coordination, staffing decisions)
    • -
  • Responsive and available for Company business decisions within reasonable timeframes
    • -
  • Not in material breach of the NDA or operating agreement
    • +
  • Opening Date = first day of revenue-generating operations
    • +
  • Each venture has its own independent vesting schedule
    • +
  • Total cumulative service equity is capped at 15%
-

4.2 Acceleration

-

If cumulative net profit reaches 2× Sam's invested capital at any point before - month 12, all remaining unvested service tranches vest immediately — Kiowa jumps to the - full 15%. This rewards exceptional performance without punishing normal first-year economics.

+ +

5. Investment Equity (Up to 10%, Proportional)

+

For each venture, Kiowa may earn up to an additional 10% Membership Interest by + contributing working capital at startup. The investment equity is proportional to + her contribution relative to the venture's total startup cost:

-

4.3 During Vesting (Months 1-12)

-

If at any quarterly milestone Kiowa is not actively performing (she resigned, - became unresponsive, or was removed for cause), that tranche and all future tranches - do not vest. She keeps the 5% formation grant + any service tranches that already - vested. Unvested tranches revert to Holdings.

- - - - - - - - - -
Scenario (During Vesting Year)Kiowa Keeps
Quits before Opening Date (formation work done)5%
Quits at month 2 (before first service tranche)5%
Active through month 3, quits at month 57.5%
Active through month 912.5%
Active through month 1215% (fully vested)
Business hits 2× at month 7, Kiowa active15% (accelerated)
- -

4.4 After Full Vesting (Month 12+) — Permanent Ownership

-

Once Kiowa is fully vested at 15%, the equity is hers permanently. She owns - it free and clear regardless of future involvement.

-

If she stops working after full vesting:

-
    -
  • She loses management authority — can no longer make operational decisions, - sign leases, hire/fire, or represent the Group to vendors or landlords
    • -
  • She retains economic rights — continues receiving 15% of distributions - as a passive member for as long as the Group exists
    • -
  • Holdings assumes full management control (or designates a replacement manager)
    • -
-

Her incentive to keep working: distributions only exist if the trailers are - profitable, and profitability requires active management. 15% of nothing is nothing.

- - -

5. Distributions

-
    -
  • The 5% formation grant earns distributions from the Formation Date forward.
    • -
  • Service tranches earn distributions only once vested — unvested tranches - do not participate in distributions.
    • -
  • Once fully vested, Kiowa receives 15% of the Group's combined net profit - across all ventures (coffee trailers, food trucks, and any future mobile business).
    • -
  • Distributions are pro rata to each Member's vested Membership Interest.
    • -
- - -

6. Group-Level Ownership

-

Kiowa's 15% Membership Interest is in SnS Hospitality Group LLC as a whole, - not in any individual venture. She participates economically in every venture the Group - operates — coffee trailers, food trucks, and any future mobile business added to the - Group.

-

Her distributions are 15% of the Group's combined net profit across all - ventures. A strong-performing coffee trailer can offset a slower food truck month — - diversification benefits her.

- - -

7. Distributions

-
    -
  • The 5% formation grant earns distributions from the Formation Date forward.
    • -
  • Service tranches earn distributions only once vested — unvested tranches - do not participate in distributions.
    • -
  • Once fully vested, Kiowa receives 15% of the Group's combined net profit - across all ventures.
    • -
  • Distributions are pro rata to each Member's vested Membership Interest.
    • -
  • After vesting, if Kiowa becomes a passive member (stops working), she continues - to receive distributions — 15% of whatever profit the Group generates.
    • -
- - -

8. Tax Treatment

-
    -
  • The formation + service grant (15%) is intended as a profits interest - under Rev. Proc. 93-27 / 2001-43 — no taxable income to Kiowa on grant.
    • -
  • The capital buy-up is a straightforward capital contribution — not a profits - interest. Kiowa's tax basis equals her cash contributed.
    • -
  • Section 83(b) election: Kiowa should file a protective 83(b) within 30 days - of each grant date. This is a hard IRS deadline with no extensions — the - single highest-stakes item in this arrangement.
    • -
  • Each two-member subsidiary files its own Form 1065 partnership return and issues - K-1s to both Members.
    • -
-
- CPA review required before any grant: confirm profits-interest qualification, - 83(b) timing, and tiered-partnership filing mechanics between the subsidiary and Holdings. +
+ Formula: Investment Equity % = (Kiowa's capital contribution ÷ total venture startup cost) × 100, capped at 10%.
- -

9. Confidentiality

-

Kiowa's access to Sam's personal information (SSN, financial accounts, IRS - correspondence) during formation work is governed by a separate Non-Disclosure - Agreement (see nda-formation-partner.md). The NDA applies regardless - of which ventures she vests into and survives termination of any individual venture - relationship.

+ + + + + + +
Venture Startup CostKiowa Invests% of StartupInvestment Equity+ Service (12 mo)Her Total
$50,000$5,00010%10%15%25%
$50,000$2,5005%5%15%20%
$50,000$1,0002%2%15%17%
$50,000$00%0%15%15%
- -

10. Definitions

+
    +
  • Timing: Investment must be made at startup (before or at the Opening Date). No retroactive buy-in after operations begin.
    • +
  • 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.
    • +
  • Holdings minimum preserved: Holdings never drops below 75%.
    • +
  • If Kiowa does not invest: the investment tranche remains available to a third-party investor under the same proportional formula, at Holdings' discretion.
    • +
+ + +

6. Grant Finder's Fee

+

If Kiowa identifies, applies for, and secures a grant (non-repayable funding — + government, foundation, or private grant money) for any venture under the Hospitality + Group:

+
    +
  • Kiowa receives 7.5% of the total grant amount as a one-time lump sum
    • +
  • Payment is due within 14 days of the grant funds hitting the Company's bank account
    • +
  • This fee is in addition to (not instead of) her equity and distributions
    • +
  • "Grant" means money the Company does not have to repay — loans, lines of credit, and investor capital do not qualify
    • +
+ + +

7. Departure Buyback (Before 10 Trailers)

+ +
+ 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. +
+ +

7.1 Tiered Buyback Pricing

+ + + + + + +
Departure TypeBuyback Price
Good standing + 90-day transition (helps onboard replacement, documents systems, hands off cleanly)100% of FMV
Good standing, immediate departure (no transition, but no misconduct)75% of FMV
Abandonment (no notice, 30+ days unresponsive, no communication)50% of FMV
For Cause (fraud, theft, intentional misconduct — see §8)$0 — full forfeiture
+

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.

+

Unvested portion: Any unvested equity at the time of departure is forfeited + automatically — reverts to Holdings at no cost, regardless of departure type.

+ +

7.2 Trigger Events

+
    +
  • Voluntary resignation from operational role
    • +
  • Failure to fulfill responsibilities (per §7.3) after notice and cure period
    • +
  • Removal for cause (see §8 — Forfeiture for Cause)
    • +
  • Mutual written agreement to part ways
    • +
+ +

7.3 Performance Standards (Outcome-Based)

+

Instead of hourly commitments, Kiowa's performance is measured by outcomes:

+
    +
  • 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
    • +
+

If Kiowa is not meeting these outcomes, the following process applies:

+
    +
  1. Written notice from Holdings specifying the deficiency
    2. +
  2. 30-day cure period for Kiowa to resolve the issue (where the issue is curable)
    3. +
  3. If not resolved → 30-day mediation (both parties select a neutral mediator)
    4. +
  4. If mediation fails → binding arbitration in St. Joseph County, Indiana
    5. +
+

Only after this process is exhausted may Holdings invoke the buyback. No buyback may + be triggered on the basis of a performance issue without completing the notice + cure + + mediation steps above.

+ + +

8. Forfeiture for Cause

+ +
+ If Kiowa violates any law or is found to have misappropriated any terms of this + Agreement, she forfeits ALL rights — including all vested and unvested equity — in + the Company. +
+ +

8.1 Triggering Violations (Serious Misconduct Only)

+

Forfeiture for Cause is triggered only by intentional, serious misconduct:

+
    +
  • Fraud or theft — any act of fraud, embezzlement, or theft against the Company, its Members, employees, customers, or vendors
    • +
  • Misuse of company funds — unauthorized withdrawals, personal use of business accounts, falsified expenses, or deliberate diversion of revenue
    • +
  • Misuse of company assets — unauthorized sale or encumbrance of company property, equipment, or intellectual property
    • +
  • Intentional disclosure of private data — deliberate unauthorized sharing of Social Security Numbers, EIN information, financial account details, trade secrets, or any information protected under the NDA
    • +
  • Criminal conduct — conviction of or plea to any felony, or any misdemeanor involving dishonesty or fraud, in connection with her role
    • +
  • Intentional material breach of this Agreement or the NDA
    • +
+

What does NOT trigger forfeiture: Performance issues, honest mistakes, + negligence, circumstances outside Kiowa's control, or disagreements between Members. + These are handled through the notice/cure/mediation process in §7.3, potentially + leading to a buyback — not forfeiture.

+ +

8.2 Consequences of Forfeiture for Cause

+
    +
  • All equity forfeited — both vested and unvested Membership Interest reverts to Holdings immediately, at no cost to Holdings
    • +
  • Distributions cease — Kiowa receives only distributions already earned and unpaid through the current quarter at the time of forfeiture. No future distributions.
    • +
  • Permanent removal — Kiowa is permanently removed from the Company and all ventures under the Hospitality Group. No reinstatement.
    • +
  • No buyback payment — unlike the §7 departure buyback, forfeiture for cause results in zero compensation for the forfeited equity
    • +
  • Additional remedies preserved — forfeiture does not limit Holdings' right to pursue legal action for damages, injunctive relief, or criminal referral as applicable
    • +
+ +

8.3 Determination Process

+

Holdings shall provide Kiowa written notice of the alleged violation, specifying + the conduct at issue and the evidence supporting the claim. Kiowa has 15 calendar + days to respond in writing. If the parties cannot resolve the matter within 15 days + of Kiowa's response, either party may submit the dispute to binding arbitration + in St. Joseph County, Indiana, under Indiana law. Forfeiture does not take effect until + either (a) Kiowa acknowledges the violation in writing, or (b) an arbitrator rules in + Holdings' favor.

+ + +

9. After 10 Trailers Are Complete

+ +
+ The mandatory buyback (§7) expires. The fleet is built. The deal is honored. +
+ +

9.1 If She Keeps Working

+

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

+ +

9.2 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 reducing 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
    • +
+ +

9.3 Right of First Refusal — Post-Completion Sale

+

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

+ + + + + + + + + +
TermDetail
Who buys first?Holdings gets first right to purchase
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 window60 days from written notice
If Holdings passesKiowa may sell to a third party — but the buyer must be approved by Holdings. No sale to any party Holdings does not consent to.
Third-party price floorKiowa cannot sell to a third party at a price lower than what Holdings was offered
Partial salesSame terms apply — Holdings' ROFR covers partial sales too
+ + +

10. Distributions

+
    +
  • Distributions of available profit are made to Members pro rata in proportion + to their vested Membership Interest
    • +
  • The formation grant (5%) earns distributions from the Formation Date forward
    • +
  • Service tranches earn distributions only once vested — unvested tranches do not participate
    • +
  • Timing and amounts are determined by Holdings, subject to the Company's financial + obligations and applicable law
    • +
  • The Company may not make a distribution that would render it unable to pay its debts as they come due
    • +
+ + +

11. Capital Contributions

+
    +
  • Holdings: Provides all capital required for trailer acquisition, buildout, + equipment, and initial operating expenses (~$35,000 per unit). Capital calls are + at Holdings' sole discretion.
    • +
  • Kiowa (service equity): No capital contribution required. Her 15% is + earned through operational work.
    • +
  • Kiowa (investment equity): Up to 10% of the venture's total startup cost, + contributed at startup. Earns proportional investment equity per §5.
    • +
+ + +

12. Bank Accounts, Books, and Records

+
    +
  • The Company shall maintain its own bank account(s), separate from Holdings' + accounts, any Member's personal accounts, and any individual venture's accounts
    • +
  • Accurate books and records shall be maintained and made available to all Members
    • +
  • Quarterly financial reports (revenue, expenses, net profit, distributions) shall + be provided to all Members within 30 days of quarter-end
    • +
+ + +

13. Tax Treatment

+

As a multi-member LLC, the Company is treated as a partnership for U.S. federal + income tax purposes. Each Member reports their proportionate share of income/expense on + their individual return via Schedule K-1. The Company will file Form 1065 annually.

+
    +
  • Kiowa's service equity is intended to qualify as a profits interest + under Rev. Proc. 93-27 / 2001-43 (no taxable income on grant)
    • +
  • Section 83(b) election: Kiowa should file within 30 days of each grant date. + This is a hard IRS deadline with no extensions.
    • +
  • Fiscal year: Calendar year (January 1 – December 31)
    • +
+ + +

14. Confidentiality

+

Kiowa's access to personal information, business data, trade secrets, and proprietary + information is governed by a separate Non-Disclosure Agreement. The NDA applies + regardless of Kiowa's membership status and survives termination of this Agreement. + Violation of the NDA constitutes grounds for Forfeiture for Cause under §8.

+ + +

15. Amendments

+

This Agreement may be amended only by a written instrument signed by all Members. + Amendments are effective on the date stated in the amendment.

+ + +

16. Dissolution

+

The Company shall continue in perpetuity unless dissolved by:

+
    +
  • The written consent of both Members (per §3.3); or
    • +
  • Operation of Indiana law.
    • +
+

Notice: Holdings shall provide Kiowa a minimum of 90 days written notice + before any dissolution. Kiowa continues earning distributions through the notice period.

+

Upon dissolution, the Company's assets shall be applied first to creditors (including + any Member, if owed), then distributed to the Members pro rata in proportion to their + vested Membership Interests, after which Articles of Dissolution shall be filed with + the Indiana Secretary of State.

+ + +

17. Governing Law and Disputes

+

This Agreement is governed by the laws of the State of Indiana. Any dispute + arising under this Agreement that cannot be resolved by the Members within 30 days + shall be submitted to binding arbitration in St. Joseph County, Indiana, under Indiana + law.

+ + +

18. Exit Scenarios — Summary

+ + + + + + + + + + +
ScenarioOutcome
Leaves before 10 trailers — good standing + 90-day transitionBuyback at 100% of FMV. Unvested forfeited.
Leaves before 10 trailers — good standing, no transitionBuyback at 75% of FMV. Unvested forfeited.
Leaves before 10 trailers — abandonmentBuyback at 50% of FMV. Unvested forfeited.
Forfeiture for Cause (fraud/theft/intentional misconduct)ALL equity forfeited. $0. Permanent removal.
Stays through 10 trailers, keeps workingFull equity, full distributions, full authority.
Stays through 10 trailers, stops workingKeeps equity (passive), loses authority, accepts dilution.
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.
+ + +

19. Definitions

- - + + - + - - - + + +
TermMeaning
"Holdings"SnS Network Solutions Holdings LLC
"Sam"Samuel S. James, authorized representative of Holdings
"Company"SnS Hospitality Group LLC
"Holdings"SnS Network Solutions Holdings LLC (sole member represented by Samuel S. James)
"Kiowa"Kiowa Scott
"Formation Date"Date Articles of Organization filed with IN Secretary of State
"Formation Date"Date Articles of Organization filed with Indiana Secretary of State
"Opening Date"Date the venture begins revenue-generating operations
"Sam's invested capital"Cumulative cash Holdings contributes to that subsidiary
"Cumulative net profit"Venture's net profit from Opening Date forward
"Actively performing"Meeting the duties defined in §4.1
"FMV" (Fair Market Value)Net asset value (total assets − total liabilities) × Member's ownership percentage
"Grant"Non-repayable funding (government, foundation, or private grant). Loans and investor capital do not qualify.
"For Cause"Any triggering violation listed in §8.1
- -

9. Worked Examples

- -
-

Example A — Year 1: 2 Coffee Trailers (Slightly Above Average)

-

Setup: Sam invests $50K for Trailer #1 (Month 1), then $35K for Trailer #2 - (Month 4, funded from Trailer #1 profits). Both doing 120 customers/day at $8 avg.

- - - - - -
MetricTrailer #1 (12 months)Trailer #2 (9 months)Combined
Revenue$299,520$224,640$524,160
Costs (supply + fixed)-$116,496-$87,372-$203,868
Net profit$183,024$137,268$320,292
-

Kiowa's Year 1:

-
    -
  • Months 1-3: earning on 5% (formation) → ~$4,000
    • -
  • Months 4-6: earning on 7.5-10% (tranches vesting) → ~$8,000
    • -
  • Months 7-12: earning on 12.5-15% → ~$28,000
    • -
  • Total Year 1 pre-tax: ~$40,000
    • -
  • After tax (~35%): ~$26,000
    • -
-

Sam's Year 1 after tax: ~$180,000

-
- -
-

Example B — Year 2: Scale to 10 Trailers

-

Setup: 10 trailers running by month 20, all at average (100 customers/day, $8). - Year 2 full-year profit with all 10 running:

- - - - - -
MetricPer Trailer10 Trailers
Annual revenue$249,600$2,496,000
Annual costs-$109,008-$1,090,080
Net profit$140,592$1,405,920
-

Distributions (full year, all 10 running):

- - - - -
MemberSharePre-taxAfter taxMonthly
Holdings (Sam) — 85%$1,195,032$776,771$64,731/mo
Kiowa — 15%$210,888$137,077$11,423/mo
-

Kiowa clears $137K after tax with 10 trailers at average performance. Goal met.

-
- -
-

Example C — Kiowa Stops Working (Year 3+, Fully Vested)

-

Scenario: At month 14 (fully vested since month 12), Kiowa decides to step back. - 10 trailers running, $1.4M annual profit.

-
    -
  • Kiowa loses: management authority, signing power, hiring/firing, lease negotiations
    • -
  • Kiowa keeps: 15% of distributions permanently = $137K+/yr after tax (passive)
    • -
  • Holdings hires a replacement operations manager (salaried — comes out of expenses before profit)
    • -
  • Net profit drops slightly (manager salary), but Kiowa still gets 15% of whatever remains
    • -
-

Key: Kiowa has every incentive to stay — if she leaves, whoever replaces her may - not manage as well, profits could drop, and her passive 15% shrinks. But she can never - be forced to work, and she can never lose the equity.

-
- - -

12. Amendments

-

This framework may be amended only by written agreement signed by both Sam and Kiowa. - Each subsidiary's operating agreement incorporates this framework's terms for that - specific venture — amendments to this framework do not retroactively change terms already - locked into a signed subsidiary operating agreement.

- - -

13. Governing Law

-

This Agreement is governed by the laws of the State of Indiana. Each subsidiary - operating agreement is also governed by Indiana law unless otherwise specified therein.

- - +

Execution

-

The undersigned acknowledge and agree to this Partnership & Equity Framework as of - the Effective Date first written above.

+

The undersigned, being all of the Members of SnS Hospitality Group LLC, adopt and + agree to this Operating Agreement as of the Effective Date first written above.

-

HOLDINGS — Samuel S. James

+

MEMBER — SnS Network Solutions Holdings LLC (75%+)

Signature

Printed name: Samuel S. James

-

Title: Managing Member, SnS Network Solutions Holdings LLC

+

Title: Sole Member, SnS Network Solutions Holdings LLC

Date
-

PARTNER — Kiowa Scott

+

MEMBER — Kiowa Scott (up to 25%)

Signature

Printed name: Kiowa Scott

@@ -445,7 +523,7 @@