The Transaction Value definition explicitly includes the seller equity rollover and seller note, and explicitly excludes inventory and receivables. On the current $7.5M structure (Section 03 of the Deal Life Cycle Memo), this matters directly: if the $7.5M headline figure includes an inventory component (the working capital peg), the actual Transaction Value the 4% fee applies to may be lower than $7.5M. This should be confirmed before calculating the exact Success Fee at closing — it is not automatically 4% of $7,500,000.

Section 2(c) is a direct, written representation from the Company that all information given to Emanay — including financials used in the CIM and shared with buyers — is complete, correct, and not materially misleading. The September 2025 COGS discrepancy documented in the Internal Text Record Supplement (COGS shown to Ryan at 27% vs. ~50% per Dani's own inventory data) sits squarely against this clause. This is worth raising with Dave Rosati specifically in light of this provision, independent of how the current sale process resolves.

This clause is the contractual basis for reimbursable disbursements — regardless of whether the deal ever closes. Costs like CapForge coordination, database/platform usage (Axial), and similar out-of-pocket items may properly be billable under this section, not merely as discretionary favors. However, the $3,500-per-expense cap requiring prior written approval is a real constraint: the $7,500 feasibility report (Jul 2025) and both CapForge payments ($25,000 and $4,630) each individually exceed $3,500. Since Dani ultimately paid these, this suggests approval was obtained in practice — but there is no separate written pre-approval on file for any of them. Recommend confirming this with Dave Rosati, particularly given how contested some of these payments became after the fact (see the Expense Memorandum, Section 06).

This is the contractual anchor for the "Deferred to Closing" figures tracked in the Statement of Account ($17,250 as currently listed). It also means that if any deferred amount is disputed by Dani at the time of Closing, only that disputed portion gets escrowed — the rest still gets paid to Emanay immediately out of proceeds.

This 12-month tail provision matters given how many times this relationship nearly ended — Dani's Sep 25, 2025 "I won't sell, that's it," his Jan 6, 2026 "I will just work with other broker and agency," and similar moments documented in the Deal Life Cycle Memo. Under this clause, even if Dani had terminated the Agreement at any of those points, Emanay would still be entitled to the full Success Fee if a sale closed with a Transaction Source (including Ryan Gnesin) within the following 12 months. Worth being aware of this if termination is ever raised again.

§3 and §8 of the Standard Terms are the contractual basis for two open items already tracked elsewhere: (1) the Emanay Advisors / Emanay Ventures related-party disclosure to Dani before any LOI is countersigned, and (2) formal written notice/consent for CapForge's engagement as a subcontractor. Neither appears to have a documented written consent on file yet for either relationship — this Agreement makes both a contractual requirement, not just good practice.