The Stewardship Proposition
Legal Ally & Trust Ally

A Level Alliances to Cole-Frieman & Mallon LLP — one letter, two seats, one preference stated plainly.

To: Karl Cole-Frieman · Managing Partner, Cole-Frieman & Mallon LLP, San Francisco  ·  From: Mehmet Narin · Founder, A Level Alliances

Dear Karl,

Thank you, and thank you to Alex and Brett, for the questions and the working sessions since our San Francisco meeting. Ahead of the full Atmosphere™ package arriving Friday morning, this letter states one thing the published structure deliberately leaves open: our preference for who holds the two spine roles — and our ask is that Cole-Frieman & Mallon consider taking both.

The full founding structure is published at ala-founders.fifthwallpe.com. Everything below refers to that document; nothing here changes its figures.

01The proposition, in one view

Our preference, stated plainly: Cole-Frieman & Mallon as Legal Ally (5%), and a Cole-Frieman-led vehicle as Trust Ally (10%) — the seat that is currently open and undetermined. Taken together, the two spine roles hold 15% of Atmosphere™.

The Legal Ally seat is yours on the published terms. The Trust Ally seat we would rather close with you than take to market — the role is fully defined in the document; only its holder is undetermined.

A word on the arithmetic, because we have done it too: at 15%, you would match ALA's own stake. We say that deliberately, and without discomfort — the parity is in number, not in kind. ALA's 15% is founder equity: master brand, the IP estate, strategic approval rights, the architect's seat, and every counterparty relationship held personally by the principal. Your 15% is earned twice over — 5% in kind through the Stewardship Mandate, and 10% purchased in cash on the same terms as every operational ally. We are not crowning a co-founder; we are telling the one house we trust most that we want it carrying as much weight as we do — in work, in capital, and in accountability, under the same exit and fair-valuation principles that bind every ally, ourselves included.

02Role one — Legal Ally, 5%, in kind

The Legal Ally is not engaged as a billable-hours law firm. The Stewardship Mandate has four parts: economics (5% carved from the founder block in place of hourly billing), broad fiduciary duty (loyalty, care and full disclosure to ALA and every ally admitted through the funnel), narrow governance (authority over entity design, jurisdiction, registrations and the admission standard — veto on structural and compliance matters only; commercial and brand decisions stay with ALA), and escrow custody of all ally commitments as they enter the structure.

Cole-Frieman & Mallon ranked first in our independent evaluation of six criteria — dedicated investment-management practice, emerging-manager track record, in-house GC/CCO leadership, boutique speed, performance culture, and demonstrated independence — ahead of Seward & Kissel, Sadis & Goldberg, Schulte Roth & Zabel, and Cooley. The scope of work, the three precedent lessons written into the documents (WeWork, REEF, Industrious), and the boundary of the mandate are set out in sections 02–03 of the published structure.

The seat's full responsibilities and our expectations of it are documented in the confidential briefing at legal-ally.fifthwallpe.com — the reference text for everything in this section.

03Role two — Trust Ally, 10%, the open seat

The Trust Ally is the executive engine of the network: C-level leadership and executive management of every OpCo as the network grows, delivered through an SPV, with field deployment and commercial scaling as its day job. As supplier income — under a separate contract at market terms, per the Iceberg rule — it earns operating dividends and performance bonuses. The published terms for the seat: 10% of equity for a $1.6M commitment ($1,333,333 cash over 18 months plus a $266,667 goodwill fee).

The portrait of this seat — the operator we are looking for, and the examination every candidate for it must pass (“we examine before we entrust”) — is published as the Field Thesis at trust-ally.fifthwallpe.com.

Why we see you in it. You were General Counsel and Chief Compliance Officer of Standard Pacific Capital — you have run the operating side of an SEC-registered manager, not only advised it. The firm counsels 1,400+ investment managers and sees roughly 400 launches a year; no one in our funnel has watched more execution succeed and fail at close range. The 2025 attempt at this seat failed precisely because its executives ran Atmosphere as a continuation of what they already knew. The Trust Ally we want is one who treats governance discipline as the product — which is your profession.

To be clear about form: we do not expect the law firm itself to manage OpCos. The natural structure is the firm as Legal Ally, and a separate Karl-led (or Cole-Frieman-affiliated) SPV holding the Trust Ally seat — but the form, like everything in Open Points, is yours to set, not ours to prescribe.

04Why both roles together — the funnel and the engine

“The Legal Ally builds the funnel. Every ally after it enters through the standard it sets.”

The Trust Ally then runs what the funnel admits. Held by one house, in two separate vehicles with separate contracts, the two roles compound: the hand that writes the admission standard also answers for execution against it. That alignment is what the 2025 team lacked and what no hourly engagement can buy.

Beyond the 15% equity, the two seats carry the structure's richest supplier business: the Formation Round and the Scale offering, the Position Right investor track and its transfers, entity and real-estate work for every new box, the Purpose Trust and trademark portfolio, admission documents for every ally, the optional preferred-counsel panel — and, on the Trust side, operating dividends and performance bonuses from every OpCo. In the realistic case that is 50 boxes and 50,050 positions by year 5, each position a business that needs counsel and each box an OpCo that needs management.

And to be precise about where the sweat equity ends: the no-fee rule lives inside the Founders Chain alone. Legal counsel to the chain beyond it — the operational allies, brands and position holders, every party admitted through the funnel — is fee-based work at market rates, and ALA will actively support and direct that work toward Cole-Frieman & Mallon as a standing benefit of the seat, within whatever conflict rules and disclosures the Legal Ally itself writes (Open Point 6).

And a word on who sits across the table. Behind ALA stands the Narin family — a 25-year, first-hand knowledge and relationship network built across three continents: Asia, Europe and America. That accumulated field discipline is what filled the IP Data Vault the Legal Ally will audit: 32 months of field work, strategic mapping and ally vetting.

05The economics of the two seats

All figures below are the planning simulation from Financial Database Rev.05 as published in the Founders Structure — approximate, not a promise of return. In the pessimistic case the network has no enterprise value and every stake below is worth $0.

Year-5 figures are enterprise value × share, before dilution from later rounds; through the month-18 round, holders keep the value of their stake while the percentage falls to about 72% of today's share. Whether the founder block maps to a single Atmosphere™ company or the PropCo / OpCo-TRS / MemberCo stack is itself Open Point 4 — for the Legal Ally to resolve.

Read the columns as the Mandate's own milestones, each priced by Financial Database Rev.05: the first values the seats on the day the alliance assembles — entities formed, trademarks registered, invitations ready; the second on the day the PoC stands and the $61.0M second round opens; the third five years of boxes later. Every hour of structuring, registration, ally admission and offering work between those columns is billed to no one — those hours are the purchase price of the stake. What they would cost at Silicon Valley standards is arithmetic we deliberately leave to the house that knows its own rates best.

06Our expectation, and the next step

We know what we are asking. A law firm taking equity for services, holding escrow and vetting allies triggers professional-responsibility requirements on business transactions with clients (Open Point 1), and a firm cannot sit on both sides of a deal with a company it co-founded (Open Point 6). We are not asking you to look past those rules — we are asking you to be the one who designs the structure that satisfies them. If the two seats can be held properly, show us the form; if one cannot, tell us which and why. Either answer is the Stewardship Mandate working.

And one line you should read as sincerely as everything above it: should your house, on reflection, prefer a conventional fee-based engagement to the Mandate, we will adopt that as our alternative just as readily — priced on the schedule you would extend to Bill Duhamel, through whose door we arrived, trusting a friend's meter to treat us as a friend. Our attachment is to working with you; the form can follow your comfort.

Concretely, our expectation is this:

1. Cole-Frieman & Mallon accepts the Legal Ally seat at 5% under the Stewardship Mandate.
2. Karl — personally or through a firm-affiliated vehicle — takes the open Trust Ally seat at 10% on the published terms, subject to the conflicts and form analysis the Legal Ally itself will write.
3. Both are our first preference for both alliances; we hold the Trust Ally seat off the market until we have your answer.

Once your intentions and approach are on the table, the road from there is short, and we want to walk it quickly:

1. A final meeting, with Randall Cox, David Block and Paul Chapuis participating, to decide together the OnQ acquisition — on the options set out in the OnQ Chapter II Decision Map — and the Cole-Frieman alliance agreement itself. At that table I will also speak as the project's developer and tell you, openly, how I see Cole-Frieman & Mallon and the weight I hope you carry in this structure.
2. By the new year, our wish is that negotiations with the remaining alliance candidates open under our corporate structure — led by Cole-Frieman as Legal Ally, through the funnel and the admission standard you will have built.
3. And I step back into my real job: production. As Project Supervisor of Phygital Elements, my place is where this venture is physically built — the design office, the prototypes, the boxes. The sooner you hold the funnel, the sooner I am back at the workbench.

The complete Atmosphere™ package reaches you, Alex and Brett Friday morning Pacific time, as promised. We would rather have a direct “here is how it is done” or “here is why it cannot be” than a polite maybe — that directness is, in the end, why you ranked first.

Sources: ALA Founders Structure · Legal Ally Briefing · The Field Thesis · Financial Database Rev.05 · OnQ Chapter II Decision Map · Cole-Frieman & Mallon