Miami, FL 33131
legal@emanay.io · emanay.io
| New Broker | Tim Mastroberti, Robbins Pellegrino — now representing Dani/All Shoes Nation on this transaction, in place of or alongside Emanay. |
| Prospective Buyer | Ariel Adler — pre-LOI, post-call-with-Dani, requesting detailed diligence items across seller accounts, supplier relationships, financials, and risk/continuity. No record in this engagement's buyer funnel (Section 09 of the Deal Life Cycle Memo) shows Ariel Adler as a party Emanay ever contacted or engaged — he does not appear to be an existing Transaction Source under the Agreement's definition, which weakens the 12-month tail argument (Section 03) specifically for this buyer. |
| Direct CIM Reference | "The CIM shows FY2025 revenue of $13.06M" — the buyer is working directly from Emanay's CIM, a named "Deliverable" under the Agreement. |
| Direct QoE References | At least four separate items reference the QoE by name or its specific content: the pro forma adjustment methodology (Item 2), the Gelty change-of-control gap (Item 6), the EBITDA adjustment categories including the tariff refund and non-recurring legal addbacks (Item 13), and the IP matter disclosed in non-recurring expenses (Item 14). This is Emanay's Working Papers and QoE analysis — sole property of Emanay under §6.1 regardless of payment status — being used as the working financial basis for a transaction Emanay is not running. |
| A Genuinely Useful Catch | The buyer independently flagged that the CIM's $13.06M revenue figure is gross, while the QoE's $10.94M figure is net of discounts/rebates — the same CIM/QoE inconsistency this memo series has flagged internally before. Worth knowing a sophisticated buyer caught it on their own. |
This changes the practical posture of Sections 01–04 below from "if this happens" to "given that this is happening." The Deliverables/Working Papers argument (Section 02) is now the strongest piece, not the tail provision (Section 03) — Ariel Adler doesn't appear to be a pre-existing Transaction Source, so the clean path to the Success Fee here likely runs through materials ownership and the deferred-payment leverage in Section 01, not the tail clause.
Per the Expense Memorandum (Section 03), the QoE engagement was structured as a $15,000 total fee: $7,500 paid upfront (May 11, 2026) and $7,500 deferred to Closing (Invoice ASN-2026-001). This $7,500 remains owed regardless of how or when the business ultimately sells.
This clause makes the deferred QoE balance payable independent of Closing outcome — it does not say "payable only if Emanay closes the deal." A change of broker does not, on its own, extinguish this obligation.
| Deliverables | Defined as "the output of the Services, including the CIM, but excluding Working Papers." Ownership transfers to the Company only upon full payment of all amounts owing — including the deferred QoE balance in Section 01. If that balance is unpaid, the CIM has not yet transferred, even though it's been shared with buyers. |
| Working Papers | Everything else — the Valuation Report, the Lender Underwriting Feasibility Report, financial models, drafts, and analysis — belongs solely and permanently to Emanay, regardless of payment status. This is a stronger, cleaner claim than the Deliverables provision. |
This is the strongest piece of the argument, but its strength depends entirely on whether the eventual buyer qualifies as a "Transaction Source" — defined as a party "whose details are submitted in writing by Emanay to the Company and approved by the Company," or with whom "Emanay engages in dialogue with respect to the Transaction."
| Highly likely to qualify | Any of the 937 parties Emanay has already contacted, the 23 signed NDA holders, or Ryan Gnesin specifically. Given the breadth of Emanay's outreach, the realistic odds that a near-term buyer falls outside this list are low. |
| Less certain | A genuinely new buyer sourced entirely independently by another broker, with zero prior contact from Emanay's process. The tail provision as written covers Transaction Sources Emanay introduced or engaged — it does not, on its face, extend Emanay's fee to a completely unrelated buyer a new broker finds from scratch. This scenario would likely turn on facts (was the CIM or financial model shown to that buyer? Did the new broker source them independently?) and could end up in the mediation/arbitration process under Sections 18–19. |
Put together, the strongest version of this case is:
- The $7,500 deferred QoE balance is owed regardless of who closes the deal (Section 01) — this is close to unconditional.
- The underlying Working Papers (valuation models, feasibility analysis) remain Emanay's property outright and cannot be reused by another broker without consent (Section 02) — strong for the analytical work product, weaker for the already-distributed CIM.
- If the eventual buyer is anyone from Emanay's existing outreach — which, given 937 contacts and 23 NDAs, is the most probable outcome — the full Success Fee is owed under the 12-month tail regardless of which broker facilitates the actual Closing (Section 03).
What this argument does not establish: an automatic right to the Success Fee from a buyer with no prior connection to Emanay's process, found independently by a new broker more than 12 months after any termination. That scenario would need to be argued on different, weaker grounds (e.g., that the new broker's materials were substantially derived from Emanay's Working Papers) rather than the tail provision itself.
Send this to Legal immediately — this is now an active situation, not a contingency plan. Two things worth specific input, urgently: (1) whether the CIM's prior distribution to buyers weakens the Deliverables ownership argument more than this memo assumes, and (2) whether anything can or should be done now — given the confirmed Aug 24, 2026 evidence — regarding the new broker's and buyer's use of Emanay's materials, separate from whether Ariel Adler ultimately qualifies as a Transaction Source under Section 03.
