TMEH Governance Summary | Investor Materials

Board of Directors (7 Members)

Seat	Representative	Role
Chairman	Tim McGraw	Founder, brand steward, creative vision
CEO	Scott Siman (Interim)	Operating leadership, day-to-day execution
Vice Chairman	Strategic Partner Designee	Infrastructure partner representative
Investor Director	Lead Investor Representative	Financial oversight, investor protection
Independent #1	Entertainment Executive	Industry expertise, talent relationships
Independent #2	Finance/Audit Expert	Audit oversight, risk management
Independent #3	Nashville Community Leader	Local relationships, civic alignment

Seat

Representative

Role

Chairman

Tim McGraw

Founder, brand steward, creative vision

CEO

Scott Siman (Interim)

Operating leadership, day-to-day execution

Vice Chairman

Strategic Partner Designee

Infrastructure partner representative

Investor Director

Lead Investor Representative

Financial oversight, investor protection

Independent #1

Entertainment Executive

Industry expertise, talent relationships

Independent #2

Finance/Audit Expert

Audit oversight, risk management

Independent #3

Nashville Community Leader

Local relationships, civic alignment

Board Committees

Audit Committee

Chair: Independent #2 (Finance Expert)

Members: Strategic Partner, Investor Director

Quarterly financial review
External auditor oversight (Big 4)
Internal controls review
Related party transaction approval

Compensation Committee

Chair: Independent #1 (Entertainment Exec)

Members: Strategic Partner, Independent #3

Executive compensation approval
Long-term incentive plan (LTIP)
Equity grant approval
Performance metrics design

Strategy & ESG Committee

Chair: Tim McGraw | Members: CEO, Strategic Partner, Independent #3

M&A transactions over $25M (approval required)
Major investments (MCI, Draft House expansion)
ESG initiatives and community programs

Investor Rights

Standard Rights (All Investors)

Information Rights	Quarterly financials, annual audited
Board Observer	Non-voting attendance
Anti-dilution	Broad-based weighted average
Preemptive Rights	Pro-rata future participation
Tag-Along	Right to sell with majority

Enhanced Rights ($50M+ Investors)

Board Seat	Voting seat on 7-person board
Consent Rights	M&A >$25M, Debt >2x EBITDA
Drag-Along Protection	66% threshold, fair value floor
Exit Veto	Consent for sub-1x return exits

Protective Provisions

Key Person Provisions

Tim McGraw Commitments

Key Person Insurance: $25-50M (life + disability)
Minimum Commitment: 100 days/year to TMEH
Exclusivity: No competing ventures during term

Health Notification: Board notice within 72 hours
Succession Plan: Developed within 12 months
Term: 7-year commitment, Chairman Emeritus Y7+

Distribution Policy

Period	Distribution	Notes
Years 1-2	0% (Reinvestment)	Platform buildout phase
Years 3-4	40% of EBITDA	Cash flow initiation
Years 5+	50-60% of EBITDA	Mature distributions, quarterly

Period

Distribution

Notes

Years 1-2

0% (Reinvestment)

Platform buildout phase

Years 3-4

40% of EBITDA

Cash flow initiation

Years 5+

50-60% of EBITDA

Mature distributions, quarterly

Cumulative Pre-Exit Distributions: $35-50M projected cash returned to investors before any exit event.

Exit Mechanisms

Tag-Along

Minority can sell alongside majority shareholders

Drag-Along

66% threshold can force sale (fair value floor)

ROFR

Right of first refusal on secondary sales

IPO Lockup

180-day lockup post-IPO

Registration Rights

Demand + piggyback rights

M&A Transactions	>$25M requires board approval
Debt Facilities	>$25M or >2x EBITDA
Equity Issuance	Any dilutive issuance
C-Suite Hires	CEO, CFO, President-level
Related Party Transactions	Any material transaction
Material Contracts	>$5M annual value