01
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 |
02
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.
03
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.
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.