Technology Partnership · Platform Integration
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Miami, FL 33131
legal@emanay.io · emanay.io
Letter of Intent — Technology Partnership
Emanay Advisors & Edan Labs LLC
Platform Integration & Tech Lead Partnership
Platform Integration & Tech Lead Partnership
Offering Party
Emanay Inc.
dba Emanay Advisors
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & MD
alex@emanay.io
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & MD
alex@emanay.io
Proposed Tech Lead Partner
Edan Labs LLC
Growth Operations · Technology Platform
Principal: Daniel Perez, CPO / CEO
Principal: Antonio Hernaiz, COO
Holding Co: Starset Inc.
Principal: Daniel Perez, CPO / CEO
Principal: Antonio Hernaiz, COO
Holding Co: Starset Inc.
Emanay Advisors ("Emanay") hereby presents the following terms under which Edan Labs LLC ("Edan Labs") would be engaged as Emanay's Technology Lead Team — a named technology and operations partner embedded within the Emanay platform across all active and future client engagements.
This Letter of Intent ("LOI") supersedes all prior proposals, term sheets, and verbal understandings, including without limitation the Partnership Proposal and Licensing & IP documents submitted by Edan Labs in June 2026. This LOI is non-binding except for the Exclusivity, Confidentiality, No-Shop, and IP Assignment provisions, which shall be binding upon execution.
01
Proposed Structure & Master Relationship
| Master Agreement | Consulting Agreement between Emanay Advisors and Edan Labs LLC — governing all engagements. Edan Labs is engaged as Emanay's Technology Lead Team. All client relationships belong to Emanay. Edan Labs does not contract directly with any Emanay or ALTR client. |
| Edan Labs Role | Emanay Tech Lead Team. Technology build, platform development, and operational delivery across all Emanay engagements where Edan Labs is deployed. Daniel Perez as CPO. Antonio Hernaiz as COO. Neither holds a direct advisory or principal relationship with Emanay's clients. |
| Engagement Framework | Individual Statements of Work ("SOW") issued per engagement by Emanay Advisors to Edan Labs LLC. Each SOW defines retainer, commission scope, net revenue definition, deliverable milestones, deal-specific SPV reference, and vesting equity percentage. SOW #1 covers the ALTR Holdings engagement. |
| IP Ownership Rule | All technology IP developed on any Emanay engagement is assigned into the deal-specific SPV at creation. Emanay's SPV holds a minimum 50% of all technology IP on every deal — non-dilutable. On ALTR engagements, IP is split 25% Emanay Ventures / 25% ALTR Ventures LLC / 50% Edan Labs. Starset Inc. holds no IP in any work product built under any Emanay SOW. |
| Platform Fee Flow | The operating entity on each engagement pays a licensing fee to the deal SPV for the platform IP it uses. This fee flows to the deal SPV — not to Starset Inc. Edan Labs participates in licensing fee income through their vesting equity in the deal SPV. |
| Manager Authority | Alex Camus is sole Manager of every Emanay deal SPV, including ALTR SPV ESV LLC, and ALTR Platform Services LLC. Edan Labs holds non-managing membership units only — no voting rights on operations, banking, or third-party contracts on any engagement. |
| Edan Labs in Edan Labs | 7% of Edan Labs LLC is granted to ALTR Holdings US, LLC as part of the reciprocal partnership terms. This grant is confirmed as part of the closing conditions for the ALTR SOW #1. |
02
Bilateral Platform Buy-In — $250,000 Each
As consideration for access to the Emanay platform — including its client network, deal flow, legal and accounting infrastructure, and M&A advisory capacity — each party commits $250,000 in professional services to the other. No cash changes hands. Both commitments are credited pro-rata as SOWs are delivered and services are deployed, with a running ledger maintained by Emanay Accounting and quarterly reconciliation.
Emanay Commits to Edan Labs
Emanay Inc. — Full Platform
$250,000
Professional services — credited as deployed
Emanay Law Group — entity setup, IP docs, contracts, OA amendments
Emanay Accounting — books, tax, financials, ledger maintenance
Emanay Advisors — deal structuring, M&A access, client introductions
Emanay Technologies — platform infrastructure and deployment
Emanay network — deal flow across all active and future engagements
Edan Labs Commits to Emanay
Edan Labs LLC — Technology & Ops
$250,000
Professional services — credited per SOW delivery
Platform build — revenue operating system across Emanay engagements
Ops delivery — people and org overhaul on deployed engagements
Growth operations — division execution and revenue system management
Tech lead capacity — all Emanay engagements where Edan Labs is deployed
IP development — all work product assigned into deal-specific SPVs
03
ALTR Holdings — SOW #1 Key Terms
The first Statement of Work issued under the master Consulting Agreement covers the ALTR Holdings US, LLC engagement. The engagement fee that would ordinarily apply under the SOW framework is waived in full as Emanay's good-faith acknowledgment of the work Edan Labs has already performed on the ALTR pipeline.
| Engaging Entity | Emanay Advisors — SOW issued to Edan Labs LLC |
| Client | ALTR Holdings US, LLC and all of its current and future operating subsidiaries, including ALTR Management, ALTR Media Group LLC, and ALTR Streaming LLC. |
| Commencement Fee | Waived in full. Good-faith opener acknowledging both Emanay's and Edan Labs' prior pipeline work on ALTR. No upfront cash obligation on this engagement by either party. |
| Monthly Retainer | To be defined in SOW #1. Paid by ALTR Platform Services, LLC (Alex Camus as Manager) to Edan Labs LLC monthly. No retainer is payable until SOW #1 is fully executed. |
| Growth-Ops Commission | 25% of net revenue on operated divisions — scoped per SOW, net revenue definition locked in SOW. Applicable to all current and future divisions including but not limited to media, management, social, unbans, distro, and marketplace divisions as defined in SOW #1. |
| Hosting & Maintenance | $1,000/month — platform infrastructure cost, paid by ALTR Platform Services LLC. |
| Edan Labs Equity | 15% vesting interest in ALTR Holdings US, LLC. Units vest per the schedule in Section 04. As units vest, they automatically transfer into ALTR SPV ESV, LLC. |
| ALTR Equity in Edan Labs | 7% of Edan Labs LLC granted to ALTR Holdings US, LLC as confirmed reciprocal equity in the partnership. Edan Labs OA to be amended at closing to reflect this grant. |
| IP Ownership — ALTR | All platform IP built during the ALTR engagement is assigned into ALTR SPV ESV, LLC. Starset Inc. retains no ownership in any IP built under this SOW. |
| Platform Licensing Fee | ALTR Platform Services, LLC pays a licensing fee to ALTR SPV ESV for the right to use the platform IP in delivering services to ALTR opcos. This fee flows into ALTR SPV ESV — not to Starset Inc. — replacing Edan Labs' proposed 10% platform fee to Starset entirely. |
| Starset Pre-Existing IP | Starset Inc.'s pre-existing platform engine may be licensed into ALTR SPV ESV, subject to clean-room review and legal sign-off by David Rosati / Emanay Law Group confirming no chain-of-title contamination risk on derivative works. |
| Paying Entities | Retainer and hosting: ALTR Platform Services, LLC. Growth-ops commission: each ALTR opco directly from controlled accounts per PSA §2.03. |
| Existing MSA | The fully executed Emanay MSA dated February 13, 2026 (Ref: RYTMM-IGSWV-J2KTD-8NNCH) remains the controlling advisory agreement between Emanay and ALTR Holdings. All terms of this LOI and SOW #1 are subordinate to and consistent with that agreement. |
04
Equity Vesting Schedule — ALTR Holdings
Edan Labs LLC earns 15% vesting units in ALTR Holdings US, LLC under a hybrid time cliff and performance schedule. As each tranche vests, units automatically transfer into ALTR SPV ESV, LLC. All unvested units are subject to immediate forfeiture upon any Event of Default. Vesting is certified by Emanay Accounting at each milestone.
| Cliff Period | Months 0–12. Time-based. Platform must be live and operational. No units vest during this period. Any breach, NDA violation, hostile conduct, or Event of Default forfeits all unvested units immediately. | 0% |
| Month 12 Cliff | Cliff grant on completion of 12-month cliff. Platform live and operational across a minimum of two ALTR opcos. Certified by Emanay Accounting. | 5% |
| Tranche 1 | Performance milestone. Platform-attributable net revenue exceeds $50,000/month sustained for three consecutive months. Certified by Emanay Accounting. | 5% |
| Tranche 2 | Scale milestone. Platform deployed across all active ALTR opcos and net revenue exceeds $150,000/month for three consecutive months — or month 36 if both prior milestones have been met. | 5% |
05
IP Ownership, Dual SPV & Deal-by-Deal Framework
| 50% IP Floor | Emanay's SPV always holds a minimum 50% of all technology IP on every deal. This floor is non-negotiable, non-dilutable, and survives any vesting, forfeiture, or exit event. Edan Labs' vesting equity, client equity, and all other interests are carved from the other 50%. |
| ALTR Ventures LLC | Already formed under ALTR Holdings US, LLC. Alex Camus as Manager. Holds ALTR's interest in IP on all ALTR ecosystem deals alongside Emanay Ventures. Derrek Brown participates economically through ALTR Holdings and ALTR Ventures. |
| Forfeiture Accretes | If Edan Labs forfeits unvested or vested units on any deal, those units accrete to the introducing party's ventures vehicle — never to the client pool. Emanay's position only grows on forfeiture. |
| Future SOW Deals | Each new Emanay engagement where Edan Labs contributes receives its own SOW — retainer, commission, and equity percentage negotiated per deal based on attribution. A new deal-specific SPV is formed for each engagement. Emanay holds 50% minimum IP on every SPV. |
| Client Referrals | Any ALTR client seeking Edan Labs' platform flows through Emanay as a new engagement — new SOW, new deal SPV, standard 50/50 IP split. Edan Labs may not contract directly with any ALTR-introduced party. |
| Attribution Model | Emanay's standard attribution model governs equity splits between Emanay Ventures and ALTR Ventures on all deals touching both ecosystems. The introducing party receives a defined premium over the introduced party on each deal — documented in each SOW. |
06
Key Protections & Conditions
Non-solicitation. Edan Labs may not contract directly with any Emanay or ALTR client, introduced party, or referral. All client relationships belong to Emanay. A breach is an immediate Event of Default across all active SOWs simultaneously.
IP assignment. All technology built under any Emanay SOW is assigned into the deal SPV at creation. Edan Labs has no standalone right to commercialize, white-label, or license work product outside the Emanay framework without Alex Camus's prior written consent as Manager.
Sole Manager authority. Alex Camus remains sole Manager of ALTR SPV ESV, LLC, all deal SPVs, and ALTR Platform Services, LLC. Edan Labs holds non-managing membership units only — no voting rights on operations, banking, or third-party contracts.
Drag-along. Alex Camus holds drag-along rights over Edan Labs' units on any exit event. Edan Labs must sell on the same terms — no holdout, no blocking rights on any deal SPV.
No-transfer without consent. Edan Labs LLC may not transfer, sell, pledge, or encumber its units in any deal SPV without Alex Camus's prior written consent as Manager.
Cross-SOW forfeiture. Any NDA breach, unauthorized recording, hostile proposal, client solicitation, or Event of Default triggers immediate forfeiture of all unvested units and clawback of vested units at par — across all active SOWs simultaneously, not just the breached engagement.
Starset IP restriction. No technology built under any Emanay SOW may be assigned to, contributed to, or owned by Starset Inc. Any attempt to route work product to Starset is an immediate Event of Default. Starset's pre-existing IP requires clean-room review before licensed use.
07
Binding Provisions — Effective Upon Execution
This LOI is non-binding in its entirety except for the following, which are legally binding upon execution:
Exclusivity. From execution of this LOI until the earlier of (i) execution of all definitive agreements or (ii) 60 days from the date hereof, Edan Labs shall not negotiate, solicit, or enter into any agreement with any third party regarding technology services, platform development, or operational consulting on any matter within the scope of this proposed engagement.
Confidentiality. All terms of this LOI and all information disclosed in connection with negotiation of definitive agreements shall be kept strictly confidential and not disclosed to any third party without prior written consent, except to legal and financial advisors on a need-to-know basis.
No-Shop. Edan Labs shall not, directly or indirectly, solicit, encourage, or facilitate any approach from any third party that would result in a competing engagement, partnership, or technology platform arrangement covering any ALTR entity or any other Emanay client during the exclusivity period.
IP Non-Assignment. From execution of this LOI, Edan Labs shall not assign, contribute, or transfer any technology related to the ALTR platform, "The Brain," or any work product developed in connection with ALTR to Starset Inc. or any other entity outside the deal SPV framework described herein.
08
Conditions to Closing
| Legal Review | David Rosati / Emanay Law Group to deliver written legal opinion on IP structure, OA amendment mechanics, vesting schedule, and Starset pre-existing IP clean-room assessment. |
| OA Amendment — SPV ESV | ALTR SPV ESV, LLC operating agreement amended to admit Edan Labs LLC as 15% non-managing vesting member per Section 04 schedule. Alex Camus executes as sole Manager. |
| ALTR Ventures LLC | ALTR Ventures LLC is already formed under ALTR Holdings US, LLC with Alex Camus as Manager. No formation action required at closing. |
| IP Assignment Agreement | IP Assignment & License Agreement executed between ALTR SPV ESV, LLC and ALTR Platform Services, LLC — assigning platform IP into the SPV and licensing it back to Platform Services for opco deployment. |
| 7% Edan Labs Grant | Edan Labs LLC operating agreement amended to reflect 7% membership interest granted to ALTR Holdings US, LLC. Daniel Perez and Antonio Hernaiz to execute as authorized signatories of Edan Labs LLC. |
| Starset Clean-Room | Clean-room assessment of Starset Inc. pre-existing IP to confirm no chain-of-title contamination risk on derivative works built under SOW #1. |
| Definitive Agreements | Simultaneous execution of: Master Consulting Agreement, SOW #1 (ALTR), ALTR SPV ESV OA amendment, vesting agreement, and IP Assignment & License Agreement. |
| No Material Adverse Change | No material adverse change in the business, operations, financial condition, or legal standing of either party between LOI execution and closing of definitive agreements. |
09
Additional Terms
| Non-Binding Nature | This LOI is intended as a non-binding expression of intent. The binding obligations of the parties shall be governed solely by the executed Definitive Agreements, except for the provisions expressly identified as binding in Section 07. |
| Governing Law | This LOI shall be governed by and construed in accordance with the laws of the State of Florida, with exclusive jurisdiction in Miami-Dade County, Florida. |
| Supersession | This LOI supersedes all prior proposals, term sheets, and verbal understandings between the parties, including the Partnership Proposal and Licensing & IP documents submitted by Edan Labs LLC in June 2026. |
| Counterparts | This LOI may be executed in counterparts and by electronic signature, each of which shall be deemed an original. Electronic signatures transmitted via PandaDoc or equivalent platform are fully binding. |
| Expiration | This LOI shall expire if not executed by all parties by July 5, 2026 at 5:00 PM EST. |
Emanay's Position: The Emanay Investment Committee has reviewed the Edan Labs partnership proposal in full and has determined that a structured engagement under the Emanay platform framework represents a compelling opportunity for both parties. Edan Labs brings a proven revenue operating system and execution capability that is directly complementary to Emanay's advisory, legal, and accounting infrastructure. The bilateral $250,000 platform buy-in is designed to reflect the equal stated value both parties bring to the table. The ALTR engagement fee waiver is a concrete demonstration of Emanay's good faith commitment to getting this partnership closed and operational. Emanay is prepared to move immediately upon execution of this LOI and all accompanying definitive agreements.
We look forward to formalizing this partnership and building a long-term technology and advisory platform together. Please execute below to indicate your acceptance of the terms herein and return a signed copy to alex@emanay.io no later than July 5, 2026.
Respectfully submitted,
Offering Party — Emanay Inc. dba Emanay Advisors
Alexandre R.J. Camus
Founder & Managing Director · Emanay Advisors
Date: ___________________
Tech Lead Partner — Edan Labs LLC
Daniel Perez
Chief Product Officer & CEO · Edan Labs LLC
Date: ___________________
Emanay Inc., operating under the trade name Emanay Advisors, does not offer, solicit, or sell securities. All professional services provided through the Emanay platform are rendered exclusively by its respective affiliate divisions and entities. Accounting and financial reporting services are rendered exclusively by Emanay Accounting, LLC, a separate and independently licensed professional entity. Legal services are rendered exclusively by Emanay Law Group PLLC, a separate and independently licensed professional entity. Real estate brokerage services are rendered exclusively by Emanay Realty LLC, a separate licensed entity. Technology services are rendered exclusively by Emanay Technologies LLC. Venture advisory services are rendered exclusively by Emanay Ventures LLC. Capital markets advisory services are rendered exclusively by Emanay Capital LLC.
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