Phase 1 is the project.
Phase 2 is hypercare → growth → exit.
Two providers, one project, two phases. Phase 1 is a fixed-fee 3-month design-build-implement (Jun–Aug 2026). Phase 2 is the optional 5-year growth phase across three stages — Hypercare → Growth → Exit (Sep 2026 → Jun 2031). Cash only, zero equity, hard-capped.
$30k fixed in Phase 1. Up to $3.10M cash in Phase 2. Zero equity. Ever.
Why this structure
Capped exposure, predictable cost
Mathew knows the absolute maximum: $30k fixed in Phase 1, $3.1M cash across both providers over 5 years in Phase 2. No surprise dilution. No exit-event lump-sum equity claims. The numbers are bounded and knowable from day 1.
Pay tracks performance
A modest $5k/mo base retainer covers operational continuity. The performance bonus pool is unlocked only by hitting Board-approved financial and marketing KPIs across FY27-FY31. The bonus curve is back-loaded — small in build years (FY27-FY28), peaks in FY30-FY31 — mirroring the revenue + NPBT S-curve in the Investor Pack. Across 5 years, each provider earns up to $1.55M all-in, paid only as the business hits the milestones the bonus is measured against.
Clean cap table, predictable opex
Future Series A/B investors read the cap table and see no advisor equity, no consultant options, no historical shares-for-services. Provider bonuses are operating expenses paid out of the same revenue/profit pool the bonus is measured against — structurally subordinated to investor cash. Particularly attractive for debt-or-equity hybrid deals.
Carla has already done the foundational CFO work pre-engagement — the investor brief, institutional memorandum, and 5-year financial model are all live in the repo. Corrina has built her marketing-mix discipline at /marketing-mix and is operating Door 3 at /pr-media-marketing. Phase 2 is not a switching cost — it is the immersive transfer from project into business-as-usual, with the people who designed it operating it. No learning curve. No handover risk. No lost context.
This is a working draft prepared for Mathew Punter's review and discussion. The existing CoSai DBI proposal at
/engage (Carla pre-signed 21 May 2026, Invoice #001
$5,500 incl. GST due 1 June 2026) remains the canonical Phase 1 CoSai SoW — this Master Framework
wraps that document with the YDT introduction and the Phase 2 commercial schedule. Nothing in /engage changes.