Executive Term Sheet and Partnership Framework

Transaction structure and key entities

Vision architect and IP owner: A Level Alliances LLC, master architect holding the 6 Core IP Brands.
Legal and escrow controller: the Legal Ally, governing the legal architecture, SPV escrow, registrations and the Stewardship Mandate.
Executive management: the Trust Ally, carrying C-level operational leadership and execution.
Target operating entity: the Atmosphere operating company and its special purpose vehicle.
Total 18-month operating budget: $12,000,000, made up of $10,000,000 cash capital and a $2,000,000 Good-Will Pool.

Equity architecture

The structure divides into a founding block that contributes no cash, and an operating block that funds the budget and carries service-level commitments.

This differs from the original matrix in one respect, and the difference is deliberate: the Location Ally takes a revenue share rather than equity, because a property owner wants income from the building without putting capital at risk. The 10% that freed up sits with A Level Alliances.

Ring	Ally	Block	Shares	What it puts in
MR-01	A Level Alliances	Founding ring	25%	No cash. Ideas, brands and the rulebook.
MR-02	The Legal Ally	Founding ring	5%	No cash. Legal work.
MR-03	The Media Ally	Founding ring	5%	No cash. Advertising space and reach.
OR-04	The Trust Ally	Operating ring	10%	Cash, plus the management team.
OR-05	The Location Ally	Operating ring	No shares	The building. No cash.
OR-06	The Hospitality Ally	Operating ring	10%	Cash, plus running the food and drink.
OR-07	The Technology Ally	Operating ring	10%	Cash, plus the payment and sensor systems.
OR-08	The Sponsor Ally	Operating ring	10%	Cash only.
OR-09	The Digital Twin Ally	Operating ring	6%	Cash, plus the design and modelling work.
OR-10	The Events Ally	Operating ring	6%	Cash, plus the programme.
OR-11	The Workspace Ally	Operating ring	4%	Cash, plus running the workspace.
OR-12	The Wellness Ally	Operating ring	4%	Cash, plus running the club.
OR-13	The Makers Ally	Operating ring	2.5%	No cash. The network of makers and the work of running it.
OR-14	The Logistics Ally	Operating ring	2.5%	Cash, plus running the logistics.
Total			100%

Capital call schedule

The $12,000,000 committed by the operating block is called in three performance-based tranches across eighteen months. The three founding allies contribute no cash; they meet their commitments in kind — intellectual property, legal architecture and national media inventory.

Tranche	Timing	Share	Amount	Deployment	Condition
1	Day 0 — setup and legal closing (Q1)	30%	$3,600,000	SPV incorporation, registrations, first pilot lease agreements, first modular manufacturing orders	—
2	Month 6 — field integration and first launch (Q2–Q3)	40%	$4,800,000	Modular unit manufacture and installation, enterprise software integration, spatial cyber infrastructure, first location goes live	Tranche 1 milestones signed off: physical and digital delivery of the first location
3	Month 12 — scaling (Q4–Q5)	30%	$3,600,000	Second and third wave locations, screen network expansion, national sponsorship integration, agency channels at full capacity	First location reaches its revenue, foot traffic and engagement benchmarks

Vesting

Founding block: 36 months with a 12-month cliff, releasing quarterly. For A Level Alliances, release follows the clean transfer and system integration of the six core IP brands. For the Legal and Media Allies, release follows legal registrations, administration of the Stewardship Mandate and national media reach targets.

Operating block: shares vest on timely funding of each capital call and on meeting the operational service-level metrics. Both tests apply.

Default and clawback

Capital default: an ally that does not meet a capital call within 30 days of notice has its unvested shares automatically diluted. The defaulting share passes to the Good-Will Pool or to replacement ally candidates.

Service-level failure and reputational damage: an ally that fails to deliver the infrastructure, supply or operational service it committed to, or that damages the charter principles of the ecosystem, has its unvested shares cancelled through the clawback mechanism.

Escrow and legal supervision: all vesting releases and clawback decisions run through the SPV escrow structure, administered under the supervision of the Legal Ally and the Trust Ally.

Distribution waterfall

Revenue is distributed in a strict order of priority. Each tier is satisfied before the next receives anything.

Tier	What is paid	Source
1 — Field operations	Direct store and stand operating costs, utilities and vendor fulfilment fees	Gross takings from the shops and stands
2 — Location share	7.5% of gross receipts to the Location Ally, in place of long-term fixed rent	Gross receipts at the box
3 — Dividend	Net profit distributed pro rata across the thirteen share-holding allies	Whatever remains

A note on these figures

The budget, the instalments, the vesting rules and the waterfall are taken directly from the source documents. The shareholding shown here supersedes the original matrix in one respect: the Location Ally takes a revenue share instead of equity, and the 10% that freed up sits with A Level Alliances. Illustrative projections are not forecasts. Nothing here is an offer of securities, and nothing here is a legal or tax opinion.