25% USA-Sourced Revenue Structure

Clarification Memo - GTK Vector Channel Partnership

Purpose

This memo clarifies the exact structure of the GTKVector channel partnership. It exists to prevent any ambiguity about what "25%" means in the context of this relationship.

What GTKVector Receives

25% of USA-sourced revenue

When GTKVector sources a customer or deal in the United States, GTKVector receives 25% of the revenue generated from that specific deal. This is a channel revenue share, standard in enterprise software distribution.

What GTKVector Does Not Receive

Excluded ItemClarification
EquityGTKVector does not receive equity in ETHRAEON through the channel partnership
GovernanceGTKVector has no governance authority over ETHRAEON
IP rightsGTKVector has no intellectual property rights to ETHRAEON's patent estate or technology
Board seatsThe channel partnership does not include board representation
OwnershipGTKVector does not own any percentage of the company
Non-US revenueRevenue sourced outside the United States is not included
ETHRAEON-sourced USUS revenue from ETHRAEON's own sales efforts is not included

Individual SAFE Investments (Separate)

Individual GTKVector members (Joe Olsen, Bill Hobbs) may separately execute SAFE investments. These are:

  • Personal investment instruments, not GTKVector corporate instruments
  • Per A3 Lane 1 terms (relationship tier: EUR 8M cap, 20% discount)
  • Entirely separate from the channel revenue share
  • Do not modify the 25% structure in any way
  • Kim Deneau participates in channel only (no individual SAFE)

Governance Boundary

Per T5-Rigidity and constitutional separation of concerns:

  • AC-1 retains full operational strategy, technical architecture, IP direction, and strategic partnerships
  • Channel partners execute within their defined scope (deal sourcing, market development)
  • No channel partner arrangement modifies ETHRAEON's governance structure
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