research-lab-ed-hal-matias-az1-ai-blake-proposal-review-2026-01-13-09-57-est-notes-by-gemini
Jan 13, 2026
Ed/Hal/Matias AZ1.AI - Blake proposal review - Transcript
00:00:00
Hal Casteel: Hey there, Ed.
Edward Gargano: Good morning. Hold up.
Hal Casteel: Good morning.
Edward Gargano: Make sure I'm uh there we go.
Hal Casteel: You back.
Edward Gargano: Good
Matias Meirelles Van Vliet: Watch.
Hal Casteel: So, yeah,
Edward Gargano: morning.
Hal Casteel: let's go ahead and um How's your daughter doing with the new one?
Edward Gargano: Oh, great.
Hal Casteel: Everything good?
Edward Gargano: No, everything is everything is great. Hunky dory.
Hal Casteel: Baby's thriving.
Edward Gargano: Yeah. Well, I'm back in Florida. That's all that counts.
Hal Casteel: Yeah,
Edward Gargano: Come back where it's warm.
Hal Casteel: good.
Edward Gargano: When are you coming back or are you back
Hal Casteel: Uh, not sure what Somaya is coming back on Monday the 19th and I'm kind of sitting on the
Edward Gargano: already?
Hal Casteel: fence. Uh, I need to talk to Matias kind of about what's needed, but uh, you know, I haven't seen anything that the runway needs me back there in Boca Raton at least immediately. I don't know if you're aware of anything that's kind of upcoming.
00:01:10
Hal Casteel: It all looked virtual. At least I was going to reach out, Matias, we should probably reach out to Jennifer and make sure that that's true.
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: I think the next step is is probably the the the what we call the deep dive where you sit down
Hal Casteel: Um
Edward Gargano: with like three or four mentors and um you know they ask you a bunch of questions in terms of you know where where you are at this stage,
Hal Casteel: yeah.
Edward Gargano: what you've accomplished and and Yeah.
Hal Casteel: Now is that usually a team, you know, where like a panel type of deal or Okay.
Edward Gargano: Yes, it is. Yeah. Yes. Yes.
Hal Casteel: Um,
Edward Gargano: Yeah. And then they, you know, at that point then a kind of a decision is made among the people that are talking to you whether or not um, you know, to send you back to do a couple of things or to get right involved,
Hal Casteel: Based
Edward Gargano: you know, uh, with mentorship.
Hal Casteel: on your outside looking in where we're at right now, how likely are we to clear that gate, do you think?
00:02:07
Edward Gargano: Uh, I I mean, I would be surprised if you don't.
Hal Casteel: Okay.
Edward Gargano: I'd be surprised if you don't.
Hal Casteel: Yeah.
Edward Gargano: I mean, I won't be sitting in on although I could sit in on it,
Hal Casteel: Yeah.
Edward Gargano: frankly, because as an adviser, I can do that. I just can't um participate as a
Hal Casteel: Yeah. I mean, it might be good. I mean, it might be good if you could sit in on the discussion because,
Edward Gargano: mentor.
Hal Casteel: you know, that's nothing like, you know, having first first row seats when that kind of information's flowing,
Edward Gargano: Yeah. No,
Hal Casteel: right?
Edward Gargano: absolutely. And maybe I can even send you I don't know whether I'm permitted to. find out if I can send you kind of like, you know, um the types of things that they're going to be asking sort of stuff.
Hal Casteel: Blow by. Yeah. Okay. Well, yeah, if we do know that,
Edward Gargano: It's in a variety of different areas.
00:02:50
Hal Casteel: yeah, the more we're prepared, the better. But um let's start Matias just with a real quick
Edward Gargano: So,
Hal Casteel: update for Ed kind of on yesterday's standing meeting.
Matias Meirelles Van Vliet: Oh yeah,
Hal Casteel: I think that's
Matias Meirelles Van Vliet: absolutely. Yeah. So, so Ed,
Hal Casteel: important.
Matias Meirelles Van Vliet: one of the things that had been holding us back, right, in terms of getting the company operational is the the partnership agreement, right, between me, Hall, and and Will, particularly because Will is still a full-time employee at Grill, and they have, you know, a very comprehensive employee agreement with their employees, right? most most tech companies do where they claim that you know everything that you create while on the job even if you are asleep or if you're outside of working hours they might have some claim to it or California law is pretty pretty protective against that. So it's it's unlikely that they would be able to enforce it but it does increase some risks on the company and and we were figuring out the best way to move forward with that and uh in the in in the the idea of utilizing code for almost everything that we do.
00:03:57
Matias Meirelles Van Vliet: I I spun out uh four experts, different agents and ran a very thorough analysis of his uh compensation package, his uh employee agreement over there at Grail and to S and suggested a a path moving forward where and that path basically has you know three stages and and one step in between those two right which is have him now on not as a as a co-founder you know avoid a co-founder level avoid putting him on the slides Um for all of that those regards it should be me and hall but we will have him as a founding advisor. So as a f founding adviser he will have some equity and that equity starts to you know vest now as a founding adviser. Um but once he transitions full-time into the company, there's you know a bonus for transition and then the the the larger part of his equity package um can be acred invested during his time with the company. Right? So I feel like this this structure gives him an incentive to uh you know have the best interests of code attack at mind and also gives us an interest to to us together right I mean me hall and will to get to a point where cod is generating enough revenue as fast as possible so that we're able to transition him into the company uh soon right and and we're we're very clear from the get-go that he's not going to get the same $400,000 salary that he's getting at Grail at code attack.
00:05:28
Hal Casteel: 4 450 450
Matias Meirelles Van Vliet: Yeah. 450 or whatever it is, but he's not going to get that at code attack,
Hal Casteel: actually.
Matias Meirelles Van Vliet: right? We're never going to be a company that pays out this kind of wages. Um, and yeah, I think he he really appreciated the approach, you know, took it in fairness, especially after we had just gone over the plague proposal. Um, you know, he he he took that in in fairness. You know, he says he everything that he does, he doesn't want to harm the company. He just wants the best interest for it. and and I mean of course he's been involved even before I was a part of the team he hasn't actually touched the code everything when it comes regarding to the IP has been created by hall uh and and I mean there's different thresholds of of fairness to in the equity split right where he he still has a comfortable job he's he's collaborating maybe two or three hours a week in in meetings every now and then more at an advisory capacity but like me and hall are investing our savings into it and we're committed full-time.
00:06:27
Matias Meirelles Van Vliet: So like this this level of commitment to the company should also be rewarded in different manners in the equity split. But yeah, he was super happy with it.
Hal Casteel: Yeah,
Matias Meirelles Van Vliet: Um is reading over the documentation.
Hal Casteel: I mean to me to me Ed this was a major major milestone because
Matias Meirelles Van Vliet: Yeah, we we have been beating around the bush for for several
Hal Casteel: I think you know the longer this has gone on and the longer I put more into it you know I was
Matias Meirelles Van Vliet: months.
Edward Gargano: Yeah.
Hal Casteel: beginning to have that you know I think I mentioned to you Ed that you know this feeling of imbalance and you know I I mean especially when you're a tight team any kind of imbalance I think is
Matias Meirelles Van Vliet: Absolutely.
Hal Casteel: actually a liability not an asset and that would be sooner or later called out by
Matias Meirelles Van Vliet: Mhm.
Hal Casteel: outside people. I think if they were to really dive in and see how we operate.
00:07:10
Hal Casteel: Um I don't think it's a loss moving him into this capacity. But I think the real key from my point of view is that Will understands the way we're thinking about it in a non-personal way and that he he was on board with it, which really I think I think kind of allows us to get the cap table and everything set up properly now. So, you know, Ed,
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: you know, one thing I'd like you to do is work with Matias over the next week if possible to really kind of fully understand that and see if you see any issues about what what our thinking is.
Matias Meirelles Van Vliet: Mhm.
Hal Casteel: But I think, you know, the analysis looks thorough and complete from my point of view and I'd be surprised if you find any issues.
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: But if you do, I'd like, you know, I want to surface them now and then, you know, get this sent off to Andre kind of for final legal packaging so we can get that nailed down.
00:08:07
Matias Meirelles Van Vliet: The other thing that we also built was the you know the IP IP assignment.
Hal Casteel: Um,
Matias Meirelles Van Vliet: I think that's one of the things we have to get sorted soon. So Hall was signing the IP to the company. Uh but yeah, I think that the two and I was supposed to send you an email, Ed, but since we're meeting today, I can just say there are two things, right? I think one is the cap table and I've been using this other software that I I showed you the other day, but if you said you have some cap table templates that we could use, that would be great. And the other is the partnership agreement between the the co-founders. And and now I need to understand whether that partnership agreement becomes only between me and Hall or if we also goes into it um with his founding capacity, founding advisor
Hal Casteel: I think we can let and Andre,
Matias Meirelles Van Vliet: capacity.
Hal Casteel: unless Ed's got any uh ideas about that, let Andre sort that out
00:08:56
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: probably.
Edward Gargano: Yeah, I I would prefer because I'm not a, you know,
Hal Casteel: Yeah, I think this is a legal question more than anything
Edward Gargano: not a an attorney and I I don't want to Yeah,
Hal Casteel: probably.
Matias Meirelles Van Vliet: Do you have templates for those documents?
Edward Gargano: I can let I can probably find something. Yeah, I I was kind of I was kind of waiting for you to send me something and then I was going to start working on it,
Matias Meirelles Van Vliet: Okay.
Edward Gargano: but I can
Hal Casteel: Yeah. Now,
Edward Gargano: um
Hal Casteel: real quick, uh, Matias, do you mind sharing a view of what Ed one th this stuff we've been working on because of the way Kodate Tech works? You know, basically the the as a document management system,
Edward Gargano: Yeah.
Hal Casteel: uh, Git, which I don't does Git mean anything to you, Ed, if I say Git.
Edward Gargano: No. No,
Hal Casteel: Okay.
Edward Gargano: it
Hal Casteel: GI, Git. And Git is a uh you know basically a code management
00:09:41
Edward Gargano: doesn't.
Hal Casteel: system but because LLMs really treat code and documents almost as the same thing because code is language. It's uh what's called domain specific language. Code has a you know if we say Python that's a a type of code. Uh so when an LLM looks at uh language, it converts everything in any language into tokens. There's basically a mapping and that happens both on the inbound and outbound. So we're not actually dealing with English or you know it's a mathematical uh tokenization mapping uh which are these vector mappings that allow us to you know communicate to LLMs. Now because of that um we've been treating documents coex works with documents as specification and then it outputs both a combination of code and documents. So what Matias is going to show you if you see on the scroll hold on before you start
Matias Meirelles Van Vliet: Yeah. So this is the GitHub.
Hal Casteel: scrolling. So you can see there that little icon on the left. Oops.
Matias Meirelles Van Vliet: Yeah, I just went back to the the front first
00:11:01
Hal Casteel: Stop. Okay.
Matias Meirelles Van Vliet: page.
Hal Casteel: Uh I want to kind of familiarize Ed here with how but what we're really talking about is version control right so things change over time that's what I mean you know businesses evolve you know the documents that are generated within a business are part of the both the historical record as long as what you know the decisions that we make that drive the business forward right so our discussions are are our you know our
Matias Meirelles Van Vliet: Yep.
Hal Casteel: our relationship ships, our agreements, all of that stuff are, you know, the body of the record that the business generates. Now, because we're using Kodate Tech as one of the, you know, basically almost and it's an essential element of the way we operate, it's, you know, if you think of, you know, you typically have a CRM, you'll have an accounting system, right? you'll have, you know, document storage, right? Board meetings, all of that stuff. So, we're we're maintaining all those records inside Kodate Tech right now.
00:12:13
Edward Gargano: Got it.
Hal Casteel: Now,
Edward Gargano: Okay.
Hal Casteel: we can publish them to Google Drive as needed, but the but the system of truth is going to be the code tech records stored in an application called Git. Now, Git is a complete version control document management system that works very very well for uh you know like this type of activity that we're managing with LLMs because every change as we push it is saved daily as we operate which gives us a complete audit trail of all our activities. So, let me scroll up to the top real quick. Yeah. So, if you see on the icon there that looks kind of like a cat with a little black cycle, when you see that icon, that means we're in a git uh repository,
Edward Gargano: Yeah.
Hal Casteel: you know. So, if you see code.ai, that's our enterprise level git. And then if you click on that just briefly if you would Matias the
Matias Meirelles Van Vliet: Once it
Hal Casteel: G. Okay.
Matias Meirelles Van Vliet: start
Hal Casteel: So the IP that we have you know some of it will be documents some of it will be uh code and we we store all that in a secure system.
00:13:36
Hal Casteel: None of this no scroll up to the top if you would please click on the codeect.ai AI or dash
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: AI not yeah there so and then yeah the ones that
Matias Meirelles Van Vliet: Mhm. The repositories where we have over 70
Hal Casteel: he shared with he's shared with eight right now in reality there's about a hundred in Kodate techch and then there's probably close to another hundred in a1 so if the lawyers were to do an inventory of what you know what have you created and what's a value they would come back in and and do a deep dive into our uh code and they would also you know be able to see our document history in one place. Okay.
Edward Gargano: Okay.
Hal Casteel: I So go ahead and then
Matias Meirelles Van Vliet: Yeah,
Hal Casteel: click
Matias Meirelles Van Vliet: let me go back to the the one we worked on.
Edward Gargano: Yeah.
Matias Meirelles Van Vliet: We were working on. Yeah.
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: So the the venture foundation one is basically one one task that you know how and I decided was important for code detect is the venture you know getting the business off the ground part of any app right so we we have yeah getting the
00:14:42
Hal Casteel: Operate operate operationally.
Matias Meirelles Van Vliet: business operational right uh part of of any app because right now somebody could come to us with you know uh some broken code or just an idea and it will develop the whole app that you know nec necessar that doesn't necessarily create a business, right? You still need to register with Sunbiz in Florida. You still need to sign the partnership agreements and like depending on who your co-founders are. There's a lot of other pro processes that involves getting a business operational that are not pertaining to coding a good app. So we we wanted to create two things. one which is a blueprint for us as A1 as code attack of what we need to do to get the business operational and and start implementing on those things and I mean getting the partnership agreement and the discussion that we had with Will yesterday was you know the the main blocker that we had so we're acting on that and and everything that we've built for us uh we've also generalized to create this blueprint for venture creation that any business could use right so say they created something on code tech they can go with one command say slash start a business and then it would take them through and create a game plan of all of the things they need to do from registering the business from filing their first like from filing to receive their EIN to you know all
00:16:04
Matias Meirelles Van Vliet: of those things that are needed to get the business operation opening a bank account right so we're creating those two things simultaneously because we think that adds a lot of value to you know potential customers and it also just gives us an executable plan for for the next few months to to get us to a point where we can uh get revenue in. Right. So the the GTM right is the A1 which is particular to us. Yeah.
Hal Casteel: Yeah,
Matias Meirelles Van Vliet: H any comments?
Hal Casteel: just real quick. So basically what that means that is it's kind of we don't want a lot of things all in one thing. We want a single thing per. So if a list has an action item and there's a there's a to-do that to-do is a very clear list of the steps for that particular action item. So you know whatever you share with us you know that becomes you know what we do is we break it down into one action per per step so that it can be reproducible not only for ourselves but for anybody that uses the system.
00:17:06
Hal Casteel: So you know this idea of learning from experience you know the tribal knowledge that's typically
Matias Meirelles Van Vliet: Mhm.
Hal Casteel: trapped in businesses in our case gets thoroughly documented and then it can be shared with our customers which creates more value long term potentially
Matias Meirelles Van Vliet: Yeah. So with code detect I already created a lot of things right one is the the operational blueprint and then
Edward Gargano: Okay.
Hal Casteel: right
Matias Meirelles Van Vliet: there is this you know why we're already a Delaware C corp EIN we need to verify if it exists right I think hall can just set that up in 10 minutes it's just like a IRS form you fill uh the founder agreement we need it needs drafting and signing the cap table the bylaws IP assignment and then the bank account really are the things that we are focusing on currently and Then if I go back here like the first part was this analysis right with with will. So I generated four different um you
Hal Casteel: Can you can you move the uh stuff that Yeah.
00:17:59
Matias Meirelles Van Vliet: know
Hal Casteel: BL just move it all the way down and out of the picture. There you go. Yeah.
Matias Meirelles Van Vliet: Yeah. So this is the analysis of of his um oh wait this is the analysis of his employee agreement. Right. and you know a lot of the things right probably cannot claim code detect IP because we're in different industries and as I was saying the California labor protects it um you know wheel's current involvement is not a breach of his agreement with real because we you know maybe keeping two or three hours of his week um so it's is minimum uh founding advisor equity you know I thinking originally had recommended somewhere in between 0.5 to 2% or 0.5 to 1%. Uh but given his involvement so far and all the added value he's already brought on, we felt it was probably better to have it a little higher, but it needs to be under 10% to to limit our our risk. Uh it needs proper documentation as well.
00:19:07
Hal Casteel: Let me pause you there just real quick,
Matias Meirelles Van Vliet: And then he's been okay with that.
Hal Casteel: Ed. I mean,
Edward Gargano: and and he's okay with that,
Hal Casteel: you've seen a lot of Yeah,
Edward Gargano: right? He's okay with that.
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: Okay.
Hal Casteel: that was the key with to see if we could get him comfortable with this kind of thinking.
Edward Gargano: Yeah.
Hal Casteel: Now, you've seen a lot of businesses and you've probably seen this kind of situation before. I mean, this this even causes businesses to blow up and fail. sometimes right if you can't you know get this level of agreement. So I feel like that was a major threshold we crossed yesterday which is to you know get that now
Edward Gargano: Exactly.
Hal Casteel: we now we're all in the same now I mean Will's going to tell us what he thinks but it's going to be within this framework so that you know but if you have any thoughts at
Matias Meirelles Van Vliet: Mhm.
Hal Casteel: that we should be influencing Will's thinking on this we should get that out there now because I've asked Will to come to come to terms basically you know in no more than a week I want
00:19:58
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: this nailed down and an agreement's signed basically. So to me this is high priority
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: Yeah,
Matias Meirelles Van Vliet: Absolutely.
Edward Gargano: I mean I mean if it if it becomes an issue or sticking points or something like that, maybe what you can do and don't do it now, but only if it becomes a sticking point is you can give me a basically a summary of what the his expectations were going in versus what you just recommended versus
Hal Casteel: Yeah, he's going to come back to us. Yeah, I think as soon as he gives us his feedback,
Edward Gargano: Yeah. Yeah.
Hal Casteel: then we you and I should probably Yeah.
Edward Gargano: Then I can take a look at it and maybe give you some advice.
Hal Casteel: Okay.
Edward Gargano: But right now there no advice is needed. You you know you're on the right track. It just depends on what he comes back with.
Hal Casteel: Okay. We're not ringing any alarm bells from your point of view.
00:20:40
Edward Gargano: No, no, you need to get this you need to get this taken care of for sure.
Hal Casteel: Okay.
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: Yeah.
Hal Casteel: Yeah. Okay.
Edward Gargano: Yeah.
Hal Casteel: All right. So, we don't need to go into the details right now.
Edward Gargano: And the percentages if he's if he's okay with them, you know, that's that's definitely within the acceptable range.
Hal Casteel: acceptable ranges,
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: right?
Edward Gargano: Yeah.
Matias Meirelles Van Vliet: And then we have like this reserved equity down the line.
Edward Gargano: Yeah.
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: I think that the the one thing that it has here Yeah.
Edward Gargano: Yeah.
Matias Meirelles Van Vliet: Right. legal risk versus fairness, right? So that's that's a different thing, right? And then it has um you know recommended engagement structure, right? Because Hall has been you know 80 hours a week for more than one year using his savings and created all AIP. I've been full-time for about eight months using my savings and doing all the operational leadership and going out and doing things right.
00:21:24
Matias Meirelles Van Vliet: Will has been involved for two hours a week advisory has a comfortable salary and hasn't contributed to the IP. So like the discussion like this is the legality part. The discussion around fairness is is probably separate, but it goes hand inhand with this one,
Edward Gargano: Right.
Hal Casteel: If we if we don't have fairness,
Matias Meirelles Van Vliet: right?
Hal Casteel: we're going to create a culture that's imbalanced. Fairness has got to be a,
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: you know, legal, you know, we'll put a wrapper around whatever is fair.
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: That's the way I always look at
Matias Meirelles Van Vliet: So, I mean, we we didn't have founder equity from the start,
Hal Casteel: this.
Matias Meirelles Van Vliet: right? Because it started as you and Will and I got a board. So, it was equity between the two of you and I had half of what you guys have.
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: Um and and then with with with the current commitments and you know the
00:22:00
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: the contribution and the risk profile that we're putting into this company doesn't doesn't justify um you know equer equity I think or parity between you and will
Hal Casteel: Okay. Okay. I think probably that's enough to cover on that end.
Matias Meirelles Van Vliet: um
Hal Casteel: just I wanted to add brought up to speed on you know kind of what I considered a major milestone yesterday in terms of
Matias Meirelles Van Vliet: yeah
Hal Casteel: getting the founders aligned.
Matias Meirelles Van Vliet: Okay.
Hal Casteel: Um let's let's shift to the discussion around Blake.
Matias Meirelles Van Vliet: The blade
Hal Casteel: Yeah. Uh and Matias I'll have you kind of lead lead that.
Matias Meirelles Van Vliet: proposal.
Hal Casteel: Uh you know starting with the you know we shared what Blake was asking for with
Matias Meirelles Van Vliet: Yeah. You didn't you didn't send me the full proposal whenever you you forward it to me. It didn't come with the attachments. But I mean,
Hal Casteel: Oh
00:22:50
Matias Meirelles Van Vliet: we went through it on the call yesterday and and the general feeling that we had is is that, you know,
Hal Casteel: yeah.
Matias Meirelles Van Vliet: we're we're we're getting taken advantage of, right, on this kind of deal on on his proposal. And I and I don't think he mean that in any harm, but like he's coming to us with a proposal that he knows is unfair, right? He's getting 10% equity, which is basically a co-founder, right? I was just talking about Will as a founding adviser. he's going to get less than 10% initially. You know, Blake's proposing 10% right off the bat. Um, plus uh a retainer and and monthly payments plus success fees, right? So, it's is like a triple incentive recommendation for him and and not a lot of of incentive on our end, right? Or or not, at least from from what we discussed on the proposal initially run through it, right? is not super structured in in like what accountability does he does he have to actually provide what success does he need to close you know like it might be that you know he doesn't really want to help us but like okay if they will pay for it I'll do it right that's that's that was a general impression that me and Will had um so we felt strongly against it and we felt strongly also like we we we like Blake we've had engagements with him before.
00:24:14
Matias Meirelles Van Vliet: You know, we had a few one-on-one sessions too, uh, and met in person besides the besides the the runway, but we felt that his initial terms, you know, were were quite unfair.
Edward Gargano: Yeah. Well, I I kind of uh kind of agree with that as well, but that that to me that's a Donald Trump opening Salvo 50% tariff and we'll see you see where it goes from there 100% tariff and if you do business with Cuba
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: uh you or Iran you get another 25% on anything you do. So that's an opening salvo as far as I'm concerned. You know, I to go back a bit. Um, you know, again, my initial uh feeling was is that you really were approaching um a relationship with him more based on the some sort of a relationship
Matias Meirelles Van Vliet: Right.
Edward Gargano: I have with you, which is more of a board advisory role and not a CRO role because
Matias Meirelles Van Vliet: That's that's what they need to show was the the the approach.
00:25:16
Edward Gargano: you that's what I thought. Okay. So, you know, following following that, um, you know, I I think um, you know, I I think that basically there there's it's got to be a relationship that's based on no compensation at all up front, no cash, but an earning structure sort of thing. Um uh and only because to the best of my knowledge the only person that's get receiving some sort of a step end is is you right Matias or
Hal Casteel: Well,
Edward Gargano: not.
Matias Meirelles Van Vliet: Oh,
Hal Casteel: he got it one time gift basically.
Matias Meirelles Van Vliet: me neither. Yeah,
Edward Gargano: Oh that's it. Okay.
Matias Meirelles Van Vliet: I had a personal gift that's not related
Edward Gargano: So you're not even you're not even getting any Okay.
Hal Casteel: It was a It was a Christmas present.
Matias Meirelles Van Vliet: to
Edward Gargano: Got it.
Hal Casteel: A Christmas present basically.
Edward Gargano: All right. No, no, that's fine.
Hal Casteel: Yeah.
Edward Gargano: I don't what what I'm saying is is my my impression was the only person that did receive anything at
00:25:58
Hal Casteel: Yeah.
Edward Gargano: all was uh was you. Whether it was small, big, medium, doesn't make make any difference.
Hal Casteel: Yeah.
Edward Gargano: So for somebody coming in at this stage which is right prior to go to market uh you know uh there should be no compensation they either buy in or they don't buy into the concept what you guys are building and then they negotiate a a is the strongest package that they can doesn't mean that they can't make uh some compensation but not initially until they've kind of proven proven something or they close some business or something like that
Hal Casteel: The one thing that was fallout from this is that Will's reaction was extremely
Edward Gargano: Um,
Hal Casteel: strong, meaning hell no, I don't want to work with people who would be greedy bastards from the get-go.
Edward Gargano: Yeah. Yeah. Yeah.
Hal Casteel: uh uh which I think you know and I'm I'm wondering if you know from that point of
Edward Gargano: Yeah.
Hal Casteel: view I mean I still consider uh will in that sense an advisor but you know if we can negotiate something that's fair and that you know makes sense I'm not opposed to doing a deal with Blake but the question now is making it fair and reasonable uh and you know sellable going forward to investors or you know the the board going forward.
00:27:19
Hal Casteel: important. I mean, that's, you know, this is essential to me. Now, I've always seen Will at that board level potentially because of his involvement. Now, I don't even know that he's ever served on boards, but these are strategic decisions that, you know, I, you know, I want the right people on that board. Uh, we haven't really talked about that yet, what the board makeup would look like. Um, you know, at some point, Ed, you I'd love to get your thoughts about, you know, how big it should be and who should be on it at this I mean we're we're going to start needing board decisions very soon right would you agree
Edward Gargano: Uh well soon but you know not imminent.
Hal Casteel: soon not yet
Edward Gargano: I mean not not not within the next 30 days at least. Okay.
Hal Casteel: okay but but a decision like this I want kind of a you know basically my
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: I mean
Hal Casteel: you know my uh my advisory team to agree that you know we're making good decisions when it comes to agreements like
00:28:19
Edward Gargano: Yeah. I mean, in in in Blake's case,
Hal Casteel: This
Edward Gargano: it's kind of like, you know, to me, it's like no cash compensation during an initial 90-day approving period if for no other reason because you've got to you've got to preserve whatever cash you have in the bank,
Hal Casteel: right?
Edward Gargano: and you can't be paying it out to lawyers, doctors,
Matias Meirelles Van Vliet: I'm
Edward Gargano: and everybody else upfront.
Hal Casteel: No.
Matias Meirelles Van Vliet: feeling
Edward Gargano: You can't be doing that.
Hal Casteel: Right. Okay.
Edward Gargano: That that isn't to say that if if Blake is can walk in the door with with the actual contracts ready to execute that maybe you could reconsider paying him something in addition to compens uh uh
Hal Casteel: Well,
Edward Gargano: commissions.
Hal Casteel: I think it would have to come out of whatever income revenue we're generating.
Edward Gargano: Yeah. Right. Yes. Yes.
Matias Meirelles Van Vliet: Yeah,
Hal Casteel: I mean,
Matias Meirelles Van Vliet: it's percentage of
Edward Gargano: Yes.
Hal Casteel: yeah. I mean, yeah,
00:29:03
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: this is I mean,
Edward Gargano: Yes.
Hal Casteel: I I don't want to dip into my pocket anymore. I mean, I can tell what's happening at home on the home front is that's going to I mean, it's already creating some issues personally, and I don't want that to escalate basically. So, that's, you know, I've got to be very uh fierce about not paying for anything up upfront. I'm not I'm not going to. So,
Edward Gargano: Well,
Hal Casteel: that's
Edward Gargano: it I I think the thing that you and Matias uh and Will have to determine is what would you be willing to give him in terms of a package with regard to equity?
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: Do you think are you thinking more in terms of what a board advisor would get? Um or you thinking more ultimate
Hal Casteel: Well, no. Well, I mean,
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: there's two different two different sides to this.
Edward Gargano: ultimately right there
Hal Casteel: Uh, you know, and I think it's in some ways it's similar to you,
00:29:54
Edward Gargano: are
Hal Casteel: Ed. I mean, I always saw a role as a fractional something as this thing gets rolling, right? We talked about that and we actually put it into an agreement with you.
Edward Gargano: Right.
Hal Casteel: Right. Now with him,
Edward Gargano: Right.
Hal Casteel: he actually after really assessing where we're at and what he thinks his involvement he wants to be, he wants to be more on the fractional side right from the get-go. You know, he wants to be operational. He wants to, you know, create plans. He wants to execute those plans and he wants to create revenue. That's what he wants to do. Doesn't want it to be in an advisory role as much. Now would that I I think it's almost like taking your agreement flipping it upside down where it's more fractional day one you know where we we agree on what it would be if you know there's a big if here that you know revenue is generated according to his actions right now there will be value created by you know the the plan that he intends to put into place which is you know the whole go to market strategy and how to how to manage manage that.
00:31:01
Hal Casteel: He wants to put the operational plan into that. Now, there is a lot of value in that from day one if he does that right. I would
Edward Gargano: Yeah, but he's basically in a, you know, go to market leadership role.
Hal Casteel: argue
Edward Gargano: He's not a CR CRO title yet. Um, because there's uh you you haven't even you haven't even launched. You haven't gotten your first client yet.
Hal Casteel: right
Edward Gargano: So it's it's more of a strategic leadership go to market strategic leadership role to be awarded a CRO t title,
Hal Casteel: Yeah.
Edward Gargano: you know, a after there's some traction and maybe board approval sort of thing.
Hal Casteel: Right. Right. That's what I'm thinking.
Edward Gargano: Yeah.
Hal Casteel: Something along that line.
Edward Gargano: Yeah.
Hal Casteel: Uh and and but I mean the the first part would be in that advisory role.
Edward Gargano: Yeah.
Hal Casteel: You know,
Edward Gargano: Yeah.
Hal Casteel: we can have you know kind of Right.
Edward Gargano: I mean it would it would to me that makes more sense.
00:31:52
Edward Gargano: it would make more sense because he brings value in that area and uh you can you can certainly use
Hal Casteel: Yeah. And I I would think the compensation would be probably equity-wise more in in line with
Edward Gargano: that.
Hal Casteel: what we negotiated with you. Would that would that be true or not?
Edward Gargano: Well, that's that's entirely up to you.
Hal Casteel: No,
Edward Gargano: I certainly would start I would start I personally I don't know
Hal Casteel: but I mean I want to know what your thoughts are. Okay.
Edward Gargano: um I don't know Blake that well so I can't tell you I don't know exactly what you had in mind or all your
Hal Casteel: Yeah. Well,
Edward Gargano: discussions with him but but to me to be but to me you know
Hal Casteel: it' be between one and two. Yeah.
Edward Gargano: 1% would be about double what the average is and that would be earned in I I would offer him a you know be a cliff involved um even though I didn't have a cliff but We have worked together before and I you know we worked together for three months before.
00:32:43
Edward Gargano: Uh if I were negotiating I would negotiate from a you
Hal Casteel: No.
Edward Gargano: know a 1% over three or four years a six-month cliff a trial period basically and then he starts earning in from that period on. He may or may not you know push back on something like that and maybe pushing for more than that.
Hal Casteel: Yeah.
Edward Gargano: doesn't mean he can't earn more than uh 1% but additional equity could be earned through milestones and you can set we can set up some milestones for
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: him uh and you ultimately he can earn as much as you guys feel comfortable with but I wouldn't say
Hal Casteel: Yeah,
Edward Gargano: any more than three or 4% basically maybe a little bit more a little bit
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: less but 1% for walking in the door uh and then an additional based on uh over time.
Hal Casteel: two to 3% over time as he earns it with milestones.
Edward Gargano: Yeah.
Hal Casteel: That's it basically in a nutshell.
Edward Gargano: But but yeah, because because 10% is just totally out of the equation.
00:33:42
Edward Gargano: That that's a deal breakaker.
Hal Casteel: Right.
Edward Gargano: Okay.
Hal Casteel: Yeah.
Edward Gargano: Unless he's going to put money in.
Matias Meirelles Van Vliet: Okay.
Hal Casteel: Okay.
Edward Gargano: He's going to bring in huge contracts. And I mean, there's a variety of things he could do to earn the 10%, but not not not for uh not for this role. Okay. I mean,
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: in my mind anyway.
Hal Casteel: No, that I think that's consistent with what I'm thinking as well.
Edward Gargano: Okay. And then the other thing is is with regard to the commissions,
Hal Casteel: So,
Edward Gargano: the 10% is okay. I mean, I've gotten some deals where I've gotten 25% commission on stuff that I brought in. So 10% seems to be fair. Would you guys agree or not?
Matias Meirelles Van Vliet: I think he said he said 20,
Hal Casteel: Okay.
Matias Meirelles Van Vliet: right?
Edward Gargano: Oh, well,
Matias Meirelles Van Vliet: 10% on renewal.
Edward Gargano: I think I'm re I think I'm recommending
00:34:24
Matias Meirelles Van Vliet: Yeah,
Edward Gargano: 10.
Matias Meirelles Van Vliet: he said 10 he said 20% and 20 on renewal.
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: That was his um
Edward Gargano: Yeah. There. No. No. No. renewal commissions. No, no, no, no, no. Absolutely not. You can't you can't live with that. Um it Yeah,
Hal Casteel: That'll drain our profits basically.
Edward Gargano: definitely you can't do that. You know,
Hal Casteel: Yeah.
Edward Gargano: if you're comfortable with 20, you go with it, but I personally think that it should be more around 10% commission. Okay.
Hal Casteel: Yeah.
Edward Gargano: Um and uh and then nothing on renewals and and nothing beyond that. And you don't want to tight be tied up with any, you know, deferred income sort of stuff either because that's a
Hal Casteel: Now, if it's a let's just say for, you know, as a thought experiment,
Edward Gargano: drag.
Hal Casteel: if it's a if he lands a three-year contract of a million bucks,
Edward Gargano: Well, then he should be paid on
00:35:15
Hal Casteel: you know, yeah,
Edward Gargano: that.
Hal Casteel: he'd be paid on the on the as but he he would be paid because, you know, we recognize revenue on a monthly basis as services are delivered.
Edward Gargano: Right.
Hal Casteel: his equ his his equity and his compensation would be tied
Edward Gargano: Yeah.
Hal Casteel: to the to that.
Matias Meirelles Van Vliet: No. Yeah. I know. If he closes a million dollar contract that will be paid,
Hal Casteel: He's not getting% up front.
Matias Meirelles Van Vliet: like you won't get a $100,000 commission on day one because you don't have money in the bank.
Hal Casteel: He's he's getting paid on a monthly basis over the lifetime of the contract
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: as long as the contract is stays.
Edward Gargano: Right.
Hal Casteel: If for some reason that we lose that deal, that stops the the payout.
Edward Gargano: Exactly.
Hal Casteel: Yeah. Okay.
Edward Gargano: Exa.
Hal Casteel: Right. Okay.
Edward Gargano: Exactly.
Hal Casteel: So, I Matias, you clear on kind of what our thinking is?
00:36:06
Hal Casteel: I mean, yeah,
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: we have notes for this call,
Matias Meirelles Van Vliet: Yeah. We're taking notes.
Hal Casteel: so we'll Okay.
Matias Meirelles Van Vliet: Yeah. And then we can we can create um you know
Hal Casteel: And then Ed's already put out his thinking in the email that he did,
Matias Meirelles Van Vliet: proposal
Hal Casteel: but I think this this call is going to be kind of defining what we're willing to do, and then I'm going to come back and, you know, follow up with Blake directly.
Edward Gargano: Yeah, I mean I can even I'll even I can even send you some sort of a script,
Hal Casteel: Okay.
Edward Gargano: you know, opening after you make small talk and hello and I can send you kind of like Yeah,
Hal Casteel: Yeah, if you would, that'd be great. I
Edward Gargano: I mean uh to me it would be the script that I would use and um and it'll take me half an hour or something
Hal Casteel: mean,
Edward Gargano: to write something out.
00:36:45
Hal Casteel: okay.
Edward Gargano: All right,
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: so let me make a
Hal Casteel: Uh, Batis had a question.
Edward Gargano: note.
Hal Casteel: When you when you work with us, uh, you're not just throwing things into in the chat, GBT, and kicking it out, right? You're actually writing stuff,
Edward Gargano: Uh, I am actually doing a bunch of things.
Hal Casteel: right?
Edward Gargano: I'm I'm throwing it into chat and to all of the others and then I'm uh kind of looking at some of my old documents to kind of get an idea of u where I've been in certain situations and then you know comparing it. oftentimes, you know, you find, I don't know about you, Matias, uh, but oftentimes chat GBT is is is inaccurate,
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: grossly inaccurate.
Matias Meirelles Van Vliet: Yeah.
Edward Gargano: Okay. Um, but but no,
Matias Meirelles Van Vliet: Absolutely.
Edward Gargano: most of the stuff that I'd say the vast majority, like 85% of it is uh my own thinking in terms of uh what should be done.
00:37:42
Edward Gargano: And I've done enough contracts before to know when I think something is a little bit too rich or or
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: not. Okay.
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: Yeah.
Edward Gargano: Um I I've written my own contracts as I think I've told you.
Matias Meirelles Van Vliet: You have
Edward Gargano: Okay. And then uh because I'm like Hal, uh I don't um I'm not going to pay an attorney $1,000 an hour to do something that I can do myself. That could take him a couple of hours to review.
Hal Casteel: Yeah.
Edward Gargano: Yeah. So um No,
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: no. in terms of the the review of um of Blake's contract and so forth, that's all just based on mostly gut feeling. Okay.
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: In terms of whether or not it's too rich or not, um and uh if he can get it and you guys wanted to do it, that's your business to do it, but it's just going to present problems.
00:38:33
Matias Meirelles Van Vliet: I
Hal Casteel: Yeah. Okay.
Matias Meirelles Van Vliet: agree.
Hal Casteel: I I wanted Matias to understand your process Ed because you know I while we use AI heavily in the end it's us as humans that are both responsible and I think who should be the arbit arbiters and
Matias Meirelles Van Vliet: Yeah.
Hal Casteel: the you know I mean ultimately it's our decisions and I don't you know while we all may be heavily dependent on AI and we're certainly an AI first company I'm
Matias Meirelles Van Vliet: Of
Hal Casteel: actually I don't want decisions made without human thought
Matias Meirelles Van Vliet: course.
Hal Casteel: and you know his you know experience and all the things that we bring to bear as humans into these decision-making processes and once again Matias we're creating a culture here and I feel like these discussions that we're having now are going to lay the we we're going to have the same expectation of anybody who joins us and we're going to inform them and teach them you know how and when AI is approach appropriate in a decision-m process.
00:39:37
Edward Gargano: Well,
Hal Casteel: It can be
Edward Gargano: to me to to me it's like a you know what it's it's what this uh allows us or me in particular to do is to not spend uh hours and hours and hours of research sitting in a library you know reviewing books um you know to kind of
Hal Casteel: Right.
Edward Gargano: reinforce what my own thinking is. It's the same thing when um when I started my second or third company where um every time I went out on a sales call um I played uh um motivational tapes, sales motivational tapes over and over and over and over and over again um to kind of reinforce in my own mind to build up my courage and strength and and whatever and it helped me to close deals. Um it's the same thing.
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: Yep.
Edward Gargano: It's just it saves time instead of literally hours and hours and hours of
Hal Casteel: Yeah.
Edward Gargano: research. Uh you can condense it and based on 50 plus years experience,
Hal Casteel: Yeah.
00:40:36
Edward Gargano: you can determine what kind of feels right and what doesn't feel right. As far as I'm
Hal Casteel: Yeah. Exactly.
Edward Gargano: concerned,
Hal Casteel: And I mean one of my goals Ed is because of that historical knowledge that we bring some of it is I mean you know we call it individual tribal knowledge right it's where our subliminal awareness of because of our experience has already taught us certain things now that a lot of that's not documented anywhere but in in your case in my case where we already have a lot of business experience I have a lot of those documents actually that you know how did I make this decision decision and why when right
Edward Gargano: Well, you know, I'm a, you know, I'm a big believer in the human touch anyway,
Hal Casteel: now
Edward Gargano: and AI doesn't have that human touch. And so, you have to add the human element to all of it. It has to be reviewed by a human being with with some experience and some
Hal Casteel: right
Edward Gargano: gravitas to to make it uh realistic and um accurate.
00:41:34
Edward Gargano: So, uh,
Hal Casteel: exactly yeah I don't think it
Edward Gargano: as far as I'm concerned, it will always require that unless it doesn't down the road.
Hal Casteel: will ever not be that at least yeah because AI cannot sign agreements and it you know I
Edward Gargano: I don't know about
Hal Casteel: and I think when it comes to strategy and long-term perspectives on business in general it doesn't have the perspective and it certainly doesn't have our indivi you know we're talking about our business our business doesn't exist yet in that sense how can AI inform it this is these are our decisions so I just want to make that question so
Edward Gargano: Yeah. Well, I mean, the only way to get around that I can the only way I can think about it and that's from my non-technological brain and right as opposed to your your brains is to be able to feed in enough background um uh background information when when querying chat GBT to give it
Matias Meirelles Van Vliet: Mhm.
Edward Gargano: the same sort of thinking and background data that you and knowledge you have about a particular subject or or a problem or an issue and and that can
00:42:36
Matias Meirelles Van Vliet: Yeah, there's a guy here in Orlando doing something very interest around there's a guy here in Orlando doing something very interested around u digital humans,
Edward Gargano: huh
Matias Meirelles Van Vliet: right? But he he and and he even pays them, right? He has he has digital human employees and he even pays them and allows them to do whatever they want with that money, right? But they're digital humans that think in terms probabilistic terms, but it it's just like a human. They're born with a knowledge of a 20-year-old, but everything goes thing like they they do tasks, they learn from the task that they're doing, they learn from experience. Um, so yeah, he's been running that research for I think the last three years. And uh he's got some some interesting developing, a lot of papers published, but yeah, interesting stuff happening out there.
Hal Casteel: And I've actually in inside kodate techch itself I you know I part of what builds kodate techch I you know I run regular academic research and on you know the latest thinking that's going into the evolution of this science behind uh this and then I from those papers I I use code actually build new skills.
00:43:45
Hal Casteel: Persona personas are basically agents themselves. Skills are you know the just like humans what we would expect that you're able to do in a given role and that and then there's act you know skills basically define actions actions are workflows you know the steps you would take to solve a given problem. We have over a thousand workflows that are built into the system. We have you know over 150 personas. we have you know a couple hundred skills and when you combine these things with a given challenge which is a use case you know the code of tech analy you know like Blake's agreement the analysis that Matias did you know like with Will's agreement you know what starts that informed is the inception of the uh documents that may be the challenge right could be Blake's agreement it could now over time the more we have just like what Matias is talking about this idea of digital humans this mixture of experts so when when I look at a problem we have three different ways of looking at it agentically I'll create a a group a mixture of experts now I don't tell the AI what for a given situation what that mixture of experts should look like the AI actually looks at the use case and figure out figures out what's an appropriate mix of experts to and their role is basically research analysis and uh documentation of their findings.
00:45:22
Hal Casteel: And then there's a a mixture of experts who are judges and they're they can be totally different experts but their job is to basically analyze the quality and the the uh decisions that were made or in the advisement phase. Right? So there's kind of the research and advisement and then a second group of mixture of experts comes in and then analyzes in an abstract and and non-informed way what how that decision was made and if it's a reasonable and accurate uh decision and then that will advise do a second and then we can loop that if we need to iteratively and I think that's a lot the way people work right I mean oftentimes you And the power of it is we can run
Edward Gargano: What's that?
Hal Casteel: this in in real time you know at the speed of light because you know the computational engine of that and then we take the output of that and that so what Matias generated that was you know partly built I think you used a mixture of experts in some of that didn't you? Yeah, you can almost see the difference light and day when you use that approach because it's rather than like if one person were to tell you what I think, you know, you know that I have bias, you know that I I mean the idea is to take bias out of that decision-making process or at least to
00:46:50
Hal Casteel: be aware of the biases that we bring to the table while we're making decisions, right? Those are based on our experience, our knowledge and our particular skills that we typically bring to bear. And you know, so we are using tools like this to help us make decisions, but in the end, we own the decisions. We are the we are the final.
Edward Gargano: Precisely.
Hal Casteel: Right.
Edward Gargano: That's Yeah,
Hal Casteel: Okay.
Edward Gargano: precisely.
Hal Casteel: Ed,
Edward Gargano: All right.
Hal Casteel: I think this was mainly what I wanted to accomplish today.
Edward Gargano: So,
Hal Casteel: Anything else you think we should do?
Edward Gargano: no, you know, you're working on the stuff that uh that you need to work on. I'll see what I can dig up from. I mean, I've got some old cap tables from my companies at the least I can maybe dig up in my file somewhere. and um and then a partnership agreement.
Hal Casteel: Yeah.
Edward Gargano: I'll see what I have if anything on
Hal Casteel: Yeah. And I want to keep it really flat and simple at least at this phase.
00:47:39
Edward Gargano: that.
Hal Casteel: We can always amend them, right?
Edward Gargano: Yeah. Yes, you can.
Hal Casteel: So, you know, I you know, I I mean,
Edward Gargano: Yeah.
Hal Casteel: one of the reasons I want to keep it simple is I know Andre is slammed with his new role as is because he is a real chief legal officer right now for a company that's got litigation going on in a lot of different things. U you know, I don't want it to take as long as it did at this when we were working through your agreement. That that was a little annoying for both you and me.
Edward Gargano: No, that's that's that's okay. I mean, at at the end at the end,
Hal Casteel: Yeah.
Edward Gargano: I had had I had enough of those agreements that I tried to cut to the chase and make it
Hal Casteel: Yeah. And you did and I appreciate that.
Edward Gargano: easier.
Hal Casteel: So, okay. Anything else? I otherwise I want to kind of call this one to a
Edward Gargano: No, no, that that that's that's good with me.
Hal Casteel: close.
Matias Meirelles Van Vliet: Yeah,
Edward Gargano: I'll I'll get something to you. And if there's anything else, Matias, that you want me to, you know, to check on, just send me a note.
Matias Meirelles Van Vliet: sounds good.
Hal Casteel: Yeah.
Matias Meirelles Van Vliet: All right, thanks Ed.
Edward Gargano: Okay.
Hal Casteel: Okay.
Matias Meirelles Van Vliet: Have a good one. Bye.
Transcription ended after 00:49:08
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