What still has to be decided
The economics in this platform are a working model. These are the items that must be settled by the three founders before terms are papered or a first partner is signed. Nothing below has been agreed.
Agreed working terms
- Virtual roll-up first — partnership, not acquisition, as the entry motion
- Frozen baseline EBITDA at joining date, never re-based
- Uplift split 50% contractor / 50% JV
- Centralized platform funded by a revenue-based fee
- Three founders, major decisions require at least two votes
Assumptions only
- Entry company at $5M revenue and $400K EBITDA
- Mature company at $7.5M revenue and 20% margin
- 24-month maturation curve per cohort
- Platform fee of 8.0% of revenue
- Exit multiples of 8x / 10x / 12x
- 20 partner companies at full ramp
Founder agenda
7 open itemsLegal waterfall for exit and growth equity
How does created value convert into enterprise-value participation on a sale — equity, value-share right, synthetic interest, or ROFR? Who signs what, and when in the partner's lifecycle?
Annual distributions vs exit economics
Is the JV paid annually on uplift, at exit on value, or both with an offset? The model never sums the two — the mechanism that reconciles them must be chosen.
Control and information rights
What rights does the JV need without owning equity: books access, system of record, pricing authority, GM approval, veto scope, reporting cadence?
Exact normalization of baseline EBITDA
Which add-backs count: owner compensation, family payroll, rent above or below market, personal vehicles, one-time items, deferred maintenance? Which trailing period, and who signs off?
Platform fee inclusions
What does the 8% cover and what is billed separately: media spend, software licenses, call center seats, recruiting fees, AI tooling, travel? Is the fee capped, tiered, or floored?
Capital strategy
How is the platform funded to first cash-flow: founder capital, revenue from early partners, debt, or outside equity? What is the reserve for optional acquisitions later?
First one to three pilot prospects
Which named contractors are the pilots, who owns each relationship, and what is the commitment date? Pilot terms may differ from standard and should be documented as such.