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 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 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 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.
| 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 |
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
What "Fails to Add Value" Means (Objective Triggers)
- 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
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
- 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. |
| 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"
| 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.