# Deal Structure & Terms Document

**Company:** Grow.Army  
**CEO/Founder:** David "Woody" Woodbury  
**Date:** April 2026  

*Disclaimer: This document is for illustrative purposes only and does not constitute a formal offer of securities. Legal counsel should review all terms prior to execution.*

## 1. Executive Summary

Grow.Army is launching a capital raise and reseller channel expansion through a Regulation Crowdfunding (Reg CF) offering. The goal is to raise $1,500,000 at a $6,000,000 pre-money valuation by onboarding 300 strategic partners who invest $5,000 each. This unique structure combines capital formation with immediate go-to-market distribution, aligning the financial interests of fractional executives, consultants, and operators with the long-term success of Grow.Army.

## 2. Capital Raise Structure

The capital raise is structured to attract strategic partners who will actively resell the Grow.Army platform to their client base.

| Metric | Detail |
| :--- | :--- |
| **Total Raise Target** | $1,500,000 |
| **Pre-Money Valuation** | $6,000,000 |
| **Post-Money Valuation** | $7,500,000 |
| **Total Equity Offered** | 20% |
| **Number of Partners** | 300 |
| **Investment per Partner** | $5,000 |
| **Equity per Partner** | 0.066% |
| **Offering Type** | Regulation Crowdfunding (Reg CF) |

## 3. Partner Value Proposition

For a $5,000 investment, each partner receives a comprehensive package that provides both equity upside and immediate revenue-generating potential through the reseller channel.

### Equity Ownership
Each partner receives a 0.066% equity stake in Grow.Army, participating in the enterprise value creation of the platform as it scales within the $38.5B total addressable market.

### Revenue Share Commission
Partners earn a recurring revenue share on all clients they onboard to the Grow.Army platform. 
- **Standard Commission:** 20% lifetime revenue share on all paid subscriptions generated by the partner.
- **Example:** For a client paying the standard rate of $150/month ($1,800/year), the partner earns $360/year per client in recurring revenue.

### Platform Access and Benefits
- **Partner Portal Access:** Full access to the Grow.Army partner dashboard to manage client deployments, track usage, and monitor commissions.
- **Early Access to Features:** Priority access to new AI-inspired capabilities, including the predictive forecasting and capital engines.
- **Co-Branding Opportunities:** Ability to co-brand the platform for their client base, reinforcing the partner's value as a strategic advisor.
- **Dedicated Support:** Access to priority support channels and direct onboarding assistance from the Grow.Army team.

## 4. Maintenance of Partner Status

To ensure the partner network remains active and aligned with Grow.Army's growth objectives, partners must maintain minimum performance thresholds.

### Minimum Volume Requirement
Partners are required to maintain a minimum of **three (3) active paid client subscriptions** on the Grow.Army platform at all times, following an initial 90-day grace period from the date of investment.

### Status Downgrade
If a partner falls below the minimum volume requirement for more than 60 consecutive days:
- The revenue share commission drops from 20% to 10% on remaining active clients.
- The partner loses access to co-branding features and priority support.
- Equity ownership remains intact, as it is tied to the initial capital investment.

## 5. Use of Proceeds

The $1,500,000 capital injection will be strategically deployed to accelerate product development, support the partner network, and drive customer acquisition.

| Category | Allocation | Percentage | Description |
| :--- | :--- | :--- | :--- |
| **Product & Engineering** | $600,000 | 40% | Expanding native integrations (HubSpot, Salesforce, QuickBooks) and enhancing the AI-inspired executive engine. |
| **Partner Success & Support** | $450,000 | 30% | Building the partner portal, hiring dedicated partner success managers, and developing training materials. |
| **Sales & Marketing** | $300,000 | 20% | Direct customer acquisition campaigns, brand awareness, and co-marketing initiatives with top-performing partners. |
| **Working Capital & Legal** | $150,000 | 10% | Reg CF compliance costs, legal fees, and general corporate purposes. |

## 6. Strategic Alignment

This structure transforms the traditional capital raise into a powerful distribution engine. By requiring a financial commitment, Grow.Army filters for high-conviction partners. By offering a generous revenue share, partners are incentivized to drive immediate platform adoption. The combination of equity upside and recurring revenue creates a highly motivated network of 300 evangelists actively deploying the "Growth Operating System for Main Street."