This Proposal is offered by ALTR Holdings US, LLC to Edan Labs LLC and Starset Inc., for Daniel Perez and Antonio Hernaiz to join the ALTR ecosystem as Operating Partners. Part A sets out the proposed operating-partner terms. Part B sets out the additional terms required before ALTR will execute the definitive agreement.

ALTR is offering Edan Labs LLC the opportunity to join the ALTR ecosystem as operating partners — not just employees or vendors. Daniel Perez will build and run the systems and the platform the business operates on, integrate with Derrek Brown across strategy and execution. Antonio Hernaiz will lead the operational and people overhaul across the opcos and own execution on the ground. Three streams: a partner retainer, a license on the backend behind ALTR Signal/Services, and a share of the growth driven in ALTR Media and ALTR Management.

The platform Edan Labs brings to the table is a full revenue operating system — multi-channel inbox (iMessage, Telegram, WhatsApp), lead-to-quote pipeline, non-custodial crypto payment rail, commission/payout engine with partner portal, double-entry treasury ledger with bank reconciliation, analytics, daily exec briefing, approval-gated automation engine — fifty-plus tables. Already surfaced $56,155 of quoted-but-unpaid ALTR deals.

Daniel Perez and Antonio Hernaiz	Operating Partners.
Edan Labs LLC & Starset Inc.	Operating company and holding company; Daniel and Antonio control both entities. Starset owns the backend, backend systems, and underlying technology, and licenses them to ALTR.
ALTR	ALTR Holdco and its operating companies (Management, Media, Signal/Services, and future affiliates).

Roles	Daniel Perez and Antonio Hernaiz join as Operating Partners alongside Derrek, not staff.
Retainer	$7,500/month to each of Daniel Perez and Antonio Hernaiz for their ongoing, hands-on executive-operator roles. Flat, begins on the Effective Date, separate from the shares below.
ALTR Signal / ALTR Services	20% of all revenue processed through the platform — the license fee for the backend/underlying technology, owned by Starset Inc. The only stream taken on top-line revenue. Does not assign the technology to ALTR.
ALTR Media	Up to 10% of net profit driven above a signing baseline, in three tranches keyed to a base figure set at signing: 5% from the start, stepping to 7.5% at 0.5x the base figure, to 10% at 1.25x the base figure. Tracked on its own baseline.
ALTR Management	Same three-tranche structure as Media, on its own baseline and base figure: 5% from the start, 7.5% at 0.5x, 10% at 1.25x.
Net profit	For Media/Management shares: gross revenue less payroll, contractor costs, merchant fees, refunds, advertising, software, infrastructure, approved operational expenses, and directly attributable taxes, per the relevant company's monthly financials.
Financials and reporting	ALTR gives Edan clear view into Signal/Services, Management, and Media financials. Media/Management baselines set from ALTR's actual trailing financials at the start. Monthly financial statement (revenue + net profit) per division; Edan may review books/records on reasonable notice.
Hosting	Edan hosts/operates the platform on its own infrastructure. ALTR covers actual hosting/infrastructure cost, billed at cost with no markup.
Fee buyout	After 12 months, ALTR can end the 20% fee via a one-time payment of 3x the fee (greater of trailing-12-month fee or most recent 3 months annualized). Ends the 20%; ALTR keeps a perpetual license to run its front-end on the backend; backend stays Edan's.
Payment timing	Retainer begins on the Effective Date, due monthly on the same day. 20% license fee remitted monthly in arrears. Media/Management shares per the definitive agreement's schedule.
Conditions	Non-exclusive — Edan Labs remains independent. Parties promptly execute definitive agreements on signature.

ALTR	The front-end: branded platform instance, website, brand, customers, client relationships, employees, sales pipelines, business operations/processes, and all company data. Always ALTR's; data exportable on request. Edan Labs takes no part of it.
Edan	The backend, backend systems, and underlying technology, owned by Starset Inc. and licensed to ALTR to run on. Branding/configuring/deploying on the backend does not transfer it — it stays Edan's; that's what the 20% license covers.

Edan's commitment

Edan Labs and Starset will not withhold, disable, degrade, or threaten to withhold/disable the platform, backend, or ALTR's access to it or its data, to renegotiate, extract a larger share/fees, or gain advantage in a dispute.

Collateral	The backend/technology ("Licensed Technology"), regardless of whether title sits with Starset or Edan Labs.
Pledge	Edan Labs and Starset grant ALTR Holdings US, LLC a security interest in the Licensed Technology. No escrow.
On Default	Pledge is called: ALTR gets step-in rights and a perpetual, royalty-free license to run it. No further payment beyond amounts already accrued.
Ownership	Unaffected outside Default.

Corporate	Edan Labs LLC and Starset Inc. jointly and severally liable for each other.
Personal	Daniel Perez and Antonio Hernaiz personally guarantee Sections 03–04.
Survival	Survives restructuring, sale, or dissolution of either entity.

Ownership	Platform funds are ALTR's at all times. No custody/control by Edan Labs or Starset beyond agreed fee deductions.
Settlement	Funds settle only to ALTR-owned accounts. No pooling or routing elsewhere.
Prohibition	No diverting, freezing, or restricting ALTR funds, for any reason.
Consequence	Violation = immediate Default (Section 01 remedies + damages).

Hosting	At-cost only, no markup.
Ordinary growth	More usage/customers is not grounds to raise retainer, license fee, profit shares, or buyout.
Exceptions	Only extraordinary, documented costs — requires ALTR approval.

Applies to	All ALTR entities and future entities — e.g. Media profit share, Management profit share, Signal/Services retainer condition.
Rule	Net profit calculated separately per entity (Management, Media, Signal/Services), own financials, own baseline.
No netting	One entity's loss never offsets another's profit. Consolidated ALTR results don't apply.

Applies to	ALTR Media and ALTR Management profit shares only.
Priority	Net profit for each of ALTR Media and ALTR Management is applied in this order: (1) repayment of that entity's company-level debt — loans, credit facilities; (2) ALTR Investors' preferred return, until principal is paid back; (3) Edan Labs' profit share on whatever remains.
Rule	ALTR Investors (existing equity holders in ALTR Media and ALTR Management prior to this engagement) hold a preferred return on their equity, paid ahead of Edan Labs' profit share, until their principal is paid back.
Effect	Edan Labs' Media/Management profit share is calculated only on net profit remaining after (1) company debt service and (2) the ALTR Investors' pref/principal repayment for that period — Edan Labs' share is subordinate to both, not parallel.
Definitions	[Emanay and Edan Labs to review the qualified investor cap table to confirm ALTR Investor status, the pref rate, and the principal repayment amount/mechanism for each of Media and Management.]

Scope	Retainer only ($7,500/mo each). Doesn't touch the license fee or profit shares.
Payee	For Daniel Perez and Antonio Hernaiz individually, for their operator roles — remitted to Edan Labs LLC.
Payor	At ALTR's discretion — any ALTR entity ALTR designates may remit payment.
Condition	Payable 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.

Fee	2% of Lifetime Net Edan Labs Revenue, payable by Edan Labs LLC to Emanay Advisors.
Trigger	Payable 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 Revenue	Total net revenue earned by Edan Labs LLC (and/or Starset Inc.) from the ALTR engagement, from the Effective Date through the triggering event.
Timing	Due upon the triggering event.
Guaranty	Covered by the corporate and personal guaranty in Section 02.

Interaction

All Part A terms remain unchanged except as expressly modified in Part B. Part B controls on conflict; both are to be built into the definitive agreement.

Please review and confirm agreement in principle.

Regards,