Covenantal Media AI Public Benefit Corporation

Overview

Covenantal Media AI Public Benefit Corporation (“Covenantal Media AI PBC” or “the Company”) is a United States Public Benefit Corporation headquartered in Bardstown, Kentucky. The Company exists to advance the responsible integration of humanoid embodied intelligence into society through:

• A national network of humanoid‑robotics‑enabled catering service franchises, operating under the Covenantal Media AI brand.
• A dedicated Robotics Division providing maintenance, repair, and field‑readiness services for humanoid robots deployed in real‑world environments.
• A cable and digital media network that supports entrepreneurship, robotics diplomacy, and public‑benefit storytelling in the United States and around the world.

The Company is structured to balance founder leadership, employee ownership, international manufacturer partnerships, and a profit‑sharing model for franchise operators, while remaining aligned with its public‑benefit mission.

Parent Company Ownership (Covenantal Media AI PBC)

1. Founder Majority Ownership

The Founder, Mark W. Gaffney, retains majority ownership and voting control of Covenantal Media AI PBC. Founder majority control is essential to:

• Preserve the Company’s public‑benefit mission and covenantal purpose.
• Ensure ethical governance and safety in the deployment of humanoid robotics.
• Maintain long‑term stewardship of the Robotics Division and media initiatives.
• Provide stability and coherence across robotics, media, and franchise operations.

2. Minority Foreign Stakeholders (Chinese Humanoid Robotics Manufacturers)

To support Sino‑American cooperation and strengthen the deployment of humanoid robotics in the United States, the Company may grant minority, non‑controlling equity to Chinese humanoid robotics manufacturers.

Any such equity:

• Is fully disclosed in Wefunder and applicable regulatory filings.
• Remains minority and non‑controlling, preserving U.S. governance control.
• Complies with U.S. foreign investment regulations, including any CFIUS review where applicable.
• Is tied to manufacturer partnership agreements, warranty support, and robotics diplomacy initiatives that advance peaceful cooperation and shared prosperity.

This structure allows Covenantal Media AI PBC to add value to the Chinese humanoid robotics industry while maintaining U.S. legal compliance and mission‑aligned control.

3. Wefunder Community Investors (Minority Equity Class)

The Company may raise capital through Wefunder or similar regulated crowdfunding platforms. Community investors receive:

• Minority, non‑controlling equity in Covenantal Media AI PBC.
• No operational authority or management control.
• Rights and protections defined in the offering documents and applicable securities law.

This enables broad public participation in the future of humanoid robotics, entrepreneurship, and public‑benefit media.

Robotics Division Ownership (Employee Ownership Pool)

The Robotics Division of Covenantal Media AI PBC is responsible for:

• Maintenance and repair of humanoid robots deployed in the field.
• Operational readiness and uptime support for franchise partners.
• Safety compliance, risk mitigation, and responsible deployment practices.
• Robotics diplomacy initiatives and technical collaboration with manufacturers.
• Technical training and workforce development in humanoid robotics.

Employee Ownership Structure

To align long‑term incentives and recognize the contribution of technical staff, the Company establishes an Employee Ownership Pool for robotics engineers and technicians. This pool may include one or more of the following instruments:

• Restricted Stock Units (RSUs) in Covenantal Media AI PBC.
• Profit‑sharing units tied to Robotics Division performance.
• Phantom equity or similar contractual participation rights.
• A defined minority employee equity pool (for example, 5–15% of total equity).

Employee ownership is designed to:

• Promote retention of high‑skill robotics talent.
• Foster a sense of stewardship and responsibility for field operations.
• Align technical decision‑making with the Company’s public‑benefit mission.

The Founder retains majority ownership and governance authority to ensure continuity of safety, ethics, and operational standards across the Robotics Division.

Franchise Network Ownership (Independent Franchisees & Profit‑Sharing Pool)

1. Independent Franchise Ownership

Each Covenantal Media AI Humanoid Robotics Catering Service Franchise is owned and operated by an independent franchise partner. Franchisees:

• Own their own local business entity.
• Operate under the Covenantal Media AI PBC brand via a franchise agreement.
• Are responsible for local operations, staffing, and customer relationships.
• Pay franchise fees and, where applicable, robot leasing and service fees.

Franchise partners do not receive equity in the parent company. Instead, they own their own business while benefiting from the brand, robotics infrastructure, media exposure, and support ecosystem provided by Covenantal Media AI PBC.

2. Franchise Network Profit‑Sharing Pool

To align incentives across the network, the Company may establish a Franchise Network Profit‑Sharing Pool. This pool may be funded from:

• Network‑wide performance and growth.
• Media revenue associated with franchise storytelling and coverage.
• Other brand‑level initiatives that benefit the entire franchise ecosystem.

Participation in this pool is governed by franchise agreements and related policies. This structure:

• Keeps franchise law and securities compliance clean and well‑defined.
• Rewards franchisees for contributing to the strength and reputation of the network.
• Aligns local operators with the broader mission and success of Covenantal Media AI PBC.

Summary of Ownership Groups

1. Parent Company Equity Holders

• Founder (majority): Mark W. Gaffney.
• Chinese humanoid robotics manufacturers (minority): non‑controlling, disclosed foreign stakeholders tied to manufacturer partnerships.
• Employee ownership pool (minority): robotics engineers and technicians participating through defined equity or profit‑sharing instruments.
• Wefunder community investors (minority): regulated crowdfunding participants with non‑controlling equity.

2. Robotics Division

• Operates under the parent company, Covenantal Media AI PBC.
• Includes an employee ownership pool for robotics engineers and technicians.
• Remains under majority control of the Founder for safety and mission stewardship.

3. Franchise Network

• Franchise partners own their own local businesses.
• Operate under the Covenantal Media AI PBC brand via franchise agreements.
• Participate in a profit‑sharing or network performance pool, not parent‑company equity.

Governance Principles

1. Mission Stewardship

Founder majority control is maintained to uphold the Company’s covenantal mission, including:

• Job creation and dignified work in the age of embodied intelligence.
• Ethical AI governance and robotics safety.
• Robotics diplomacy and peaceful international cooperation.
• Community empowerment and accessible robotics for mainstream society.

2. Transparency

All foreign minority stakeholders, including Chinese humanoid robotics manufacturers, are disclosed in accordance with U.S. law and applicable regulatory requirements.

3. Employee Empowerment

Robotics Division employees share in the Company’s success through structured ownership and profit‑sharing mechanisms that reward long‑term commitment and technical excellence.

4. Franchise Prosperity

Franchise partners benefit from a robotics‑enabled competitive advantage, brand support, media amplification, and participation in a network‑level profit‑sharing pool.

5. Public Benefit

The Company’s media initiatives amplify entrepreneurship, robotics diplomacy, and community storytelling, reinforcing its identity as a Public Benefit Corporation committed to the common good.

Closing Statement

This ownership structure is designed to ensure legal compliance, operational clarity, international cooperation, employee empowerment, franchise scalability, and founder‑led mission integrity. It positions Covenantal Media AI PBC as a pioneering Public Benefit Corporation at the intersection of humanoid robotics, media, and entrepreneurship, committed to building a pro‑human future in the age of embodied intelligence.