A negotiation framework — not a contract — capturing the structure Jack and Brittany have discussed for the JV between Abeó Health LLC and StarHub Studios PBC. No equity issuance, IP transfer, or capital movement until finalized by both parties' counsel.
Reconciled with the May 31 2026 ratified economic model (docs/canon/commons-economic-model.md). "~37% = 1/e" removed — equity% and revenue% have incommensurable bases and were never additive. The commons claim is θ·V in dollars (q·E + s·M = θ·V); see the corrected participation row + docs/canon/one-over-e-rigorous-model.md. 1/e is derived (longitudinal sustainability), not arbitrary.
Surname corrected to LaBrucherie (prior drafts misspelled the third position); "extraction framework" → "ecosystem-participation & commons-settlement" (language canon).
Under the commons-mediated decision (card zn7cbfdb7kxh0ez3xasq6tb5rd87rjkb), the equity stake flows to the steward-ownership commons trust, NOT to StarHub's cap table directly. The percentages below are the working economic shape; their destination is being restructured to the commons trust. Do not execute the equity-to-StarHub clauses as written until the trust instrument is drafted. Inner/outer-venture tiering is superseded by commons-member/renter (card zn7ag4zyw5tjatqy831dgw6tzx87sngt).
Parties: Abeó Health LLC (Brittany Solomon, Founder) × StarHub Studios PBC (Jack Polo + Gheric Speiginer)
Status: DRAFT for discussion. NOT a binding agreement until executed by counsel.
Date: May 8, 2026
Reviewed by: [PENDING — California-licensed business counsel]
This term sheet is a negotiation framework, not a contract. It captures the structure Jack and Brittany have discussed informally so that:
1. Brittany sees what she's agreeing to before any documents move
2. Counsel can draft the formal JV Operating Agreement against a clear baseline
3. The mythOS / StarHub Studios canon framework (1/e extraction constant, three-layer IP separation, six heart-values) is honored
No equity issuance, IP transfer, or capital movement should happen until this is finalized by both parties' counsel.
This is NOT a merger. Abeó remains a sovereign LLC with Brittany as Founder + majority owner. The JV creates a defined commercial and operational relationship between Abeó and StarHub Studios.
The JV is structured as:
Abeó remains 100% Brittany-owned at formation. StarHub's interest in Abeó is established through (a) the convertible promissory note (Stage 1 ecosystem loan, see separate term sheet), and (b) revenue-share / equity grant per this JV agreement.
StarHub Studios receives a defined economic stake in Abeó's commercial output via the 1/e ecosystem-participation & commons-settlement framework documented in mythOS canon.
Abeó receives mythOS technology infrastructure, ecosystem brand support, and capital access in exchange.
Per mythOS ecosystem canon, every venture / JV that runs on the mythOS engine contributes a mathematically-derived ~36.79% (1/e) total economic participation to the StarHub Studios ecosystem, split between equity and revenue based on industry margin profile.
For Abeó (medium-margin healthcare / services tier — comparable to Mach Media Digital and Wonderstorm Digital):
| Metric | Abeó proposed split | Notes |
|---|---|---|
| Equity to StarHub Studios | ~20% | Common stock interest in Abeó Health LLC, vesting over 3 years |
| Revenue share to StarHub Studios | ~17% | Net revenue (after direct service costs), paid quarterly |
| Combined commons claim (θ·V) | 1/e of value created, in dollars | NOT 20%+17%=37%: equity% and revenue% have incommensurable bases and cannot be added. The two are instruments delivering ONE dollar claim — q·E + s·M = θ·V (their present values sum to θ·V; the percentages do not). 1/e is derived (longitudinal sustainability), not arbitrary. See docs/canon/one-over-e-rigorous-model.md. |
These percentages are negotiable in the formal agreement. The 1/e canon is the framework, not the absolute. Brittany may negotiate higher founder retention by accepting lower StarHub revenue share or vice versa, with counsel input.
In exchange for the equity + revenue stake above, StarHub Studios commits to:
In exchange for the StarHub commitments above, Abeó commits to:
Issued at JV formation via amendment to Abeó LLC Operating Agreement. Vesting schedule: 3-year cliff-and-ratable, with full vesting accelerated only upon (a) sale of Abeó, (b) Series A close, or (c) mutually agreed terms.
"Net revenue" = gross revenue minus direct service costs (driver wages, fuel, vehicle lease, caregiver background-check fees, transaction costs). Paid quarterly, calendar quarters, due 45 days after quarter-end. Subject to commons-pool extraction-exempt rules (Abeó's contribution to StarHub commons does not flow through Abeó's revenue calculation — handled separately at StarHub level per ecosystem canon).
Abeó-branded surfaces carry the discreet "Powered by mythOS" attribution per brand guide. Abeó respects mythOS visual identity and language canon where the surface intersects the ecosystem (e.g., investor materials, founder bio). Abeó's brand identity remains sovereign — Abeó leads with care; mythOS is the engine underneath.
Abeó participates in ecosystem governance reviews when relevant (council convenings on healthcare-adjacent decisions). Abeó IP licensed (non-exclusively) into the mythOS commons per the standard contributor agreement, NOT transferred. Abeó retains all customer data, family records, caregiver records, and operational IP.
The JV structure must protect Brittany's founder authority. Specifically:
All operational decisions remain Brittany's. Hiring, firing, customer relationships, pricing, partnerships, day-to-day execution. StarHub's role is infrastructure + capital + advisory. Not operational.
Brittany may not be forced to sell Abeó without her affirmative consent, regardless of StarHub's equity position. StarHub may not initiate a forced exit, dissolution, or sale to a third party.
Abeó retains full ownership of the Abeó brand (wordmark, visual identity, "Care, coordinated.", etc.). Abeó's customer data and caregiver records are not assets of StarHub. The mythOS infrastructure is licensed to Abeó during the JV term; if the JV dissolves, Abeó has a defined transition period to migrate (12 months) before infrastructure access is suspended.
Brittany may, at any time after Year 3 of the JV, buy out StarHub's equity stake at fair market value (independent appraisal). Revenue share continues until JV term ends. StarHub may offer to buy out Brittany's stake only with her affirmative consent.
Per ecosystem canon, the JV may be terminated for cause if 2+ of the following five domains are materially breached and uncorrected for 90 days:
1. Attribution integrity — Abeó or StarHub credits the other dishonestly in public surfaces
2. Settlement compliance — revenue-share or equity payments materially delinquent
3. Contributor sovereignty — Brittany's operational authority is undermined by StarHub action
4. Values alignment — actions taken that violate the six heart-values (freedom, growth, joy, agency, mastery, connection)
5. Governance participation — repeated refusal to participate in ecosystem governance reviews when relevant
Breach + uncured-90-days → JV dissolution under standard wind-down terms.
These are the parameters Brittany should negotiate with her counsel before signing. The numbers above are starting points, not absolutes.
1. Brittany engages an independent business-formation attorney (not StarHub's counsel) to review this term sheet
2. Counsel drafts the formal Joint Venture Operating Agreement against this baseline
3. Convertible note for the $175K–$200K ecosystem loan executes in parallel (separate document)
4. Both parties sign after counsel review and any negotiated revisions
5. Equity grant filed with Abeó LLC operating agreement amendment
6. Ecosystem governance review completed (mythOS council convening)
You keep majority ownership of your company, retain all operational authority, and gain access to mythOS technology + ecosystem capital + brand support that would cost $500K+ to replicate independently.
You formalize a stake in a venture with strong founder fit, structural cost advantage (DRA model), MWBE funding pathways, and Phase 4 expansion potential — at the same 1/e ecosystem participation that all StarHub-affiliated ventures share.
This is the first ecosystem JV structured with direct loan capital from the founders. It sets the template for Wonderstorm Digital, future StarHub × inner-venture JVs, and any downstream healthcare-adjacent ventures.
Counsel for review: [TBD — Brittany selects]. Counsel for StarHub: [TBD — referenced via prior ecosystem agreements]. This term sheet should not be signed until both parties have independent legal review.