Emanay
Technology Partnership · Additional Terms
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Client File
ALTR-ADD-EDANLABS-001
Date
July 2026
Prepared By
Emanay Advisors c/o ALTR
Status
For Discussion
Required Before Signature
Additional Terms — Platform Partnership
ALTR Holdings US, LLC & Edan Labs LLC, Starset Inc.
Additional Terms
Requesting Party
ALTR Holdings US, LLC
Contact: Derrek Brown
legal@altr.io
Proposed Partner
Edan Labs LLC & Starset Inc.
Principal: Daniel Perez, CPO / CEO
Principal: Antonio Hernaiz, COO

Required before ALTR signs the Proposal. All other Proposal terms remain unchanged unless modified below.

IP Pledge & Security Interest
CollateralThe backend/technology ("Licensed Technology"), regardless of whether title sits with Starset or Edan Labs.
PledgeEdan Labs and Starset grant ALTR a security interest in the Licensed Technology. No escrow.
On DefaultPledge is called: ALTR gets step-in rights and a perpetual, royalty-free license to run it. No further payment beyond amounts already accrued.
OwnershipUnaffected outside Default.
Guaranty
CorporateEdan Labs LLC and Starset Inc. jointly and severally liable for each other.
PersonalDaniel Perez and Antonio Hernaiz personally guarantee Sections 03–04.
SurvivalSurvives restructuring, sale, or dissolution of either entity.
No Leverage
Never withhold, disable, or degrade the platform or ALTR's data access to renegotiate or extract more — even mid dispute.
Non-payment remedy: notice, 30-day cure, then dispute/termination only — never shutdown.
Breach: injunctive relief, termination for cause, damages.
No Fund Diversion
OwnershipPlatform funds are ALTR's at all times. No custody/control by Edan Labs or Starset beyond agreed fee deductions.
SettlementFunds settle only to ALTR-owned accounts. No pooling or routing elsewhere.
ProhibitionNo diverting, freezing, or restricting ALTR funds, for any reason.
ConsequenceViolation = immediate Default (Section 01 remedies + damages).
Cost Pass-Through Cap
HostingAt-cost only, no markup.
Ordinary growthMore usage/customers is not grounds to raise retainer, license fee, profit shares, or buyout.
ExceptionsOnly extraordinary, documented costs — requires ALTR approval.
Net Profit — Per Entity, Not Consolidated
Applies toMedia profit share, Management profit share, Signal/Services retainer condition.
RuleNet profit calculated separately per entity (Management, Media, Signal/Services), own financials, own baseline.
No nettingOne entity's loss never offsets another's profit. Consolidated ALTR results don't apply.
Retainer / Profitability
ScopeRetainer only ($7,500/mo each). Doesn't touch the license fee or profit shares.
PayeeFor Daniel Perez and Antonio Hernaiz individually, for their operator roles — remitted to Edan Labs LLC.
PayorAt ALTR's discretion — any ALTR entity ALTR designates may remit payment.
ConditionPayable Net 30. Late payment within Net 30, or non-payment in a month ALTR Signal/Services is unprofitable (entity-level, per Section 06), is a Non-Default provision — not a breach of Sections 01–03.
Emanay Break-Up Fee
Fee2% of Lifetime Net Edan Labs Revenue, payable by Edan Labs LLC to Emanay Advisors.
TriggerPayable upon an uncured Default caused by Edan Labs and/or Starset — including a Default under Sections 01, 03, or 04, or failure to execute the definitive agreement after agreeing to these terms. Not triggered by a Default caused by ALTR, or by ALTR's own decision not to proceed.
Lifetime Net Edan Labs RevenueTotal net revenue earned by Edan Labs LLC (and/or Starset Inc.) from the ALTR engagement, from the Effective Date through the triggering event. [Confirm scope — ALTR engagement only, or all Edan Labs revenue.]
TimingDue upon the triggering event.
GuarantyCovered by the corporate and personal guaranty in Section 02.
Precedence
InteractionAll other Proposal terms unchanged. This document controls on conflict; to be built into the definitive agreement.

ALTR's Position: These terms protect ALTR's operational continuity and control over its funds and tech dependency, while leaving the Proposal's economics otherwise untouched.

Please review and confirm agreement in principle.

Regards,

ALTR Holdco
Derrek Brown
ALTR Holdco
Date: ___________________
Edan Labs LLC
Daniel Perez
CPO & CEO · Edan Labs LLC
Date: ___________________