This memorandum sets out Emanay's current position on Project Victory: the strategic rationale for continuing the sell-side mandate, the terms most recently discussed directly with ownership, and the fee economics under the Engagement Letter. It is intended to align the deal team ahead of relaunching buyer outreach and updating the Confidential Information Memorandum.

Full chronology of the engagement, from initial mandate through the current relaunch, for anyone joining the deal team without prior context.

Sept 3, 2025	Emanay Advisors engaged as exclusive sell-side advisor to Victory E&I Roofing and Construction, LLC (Ref: SKBNN-YYRUQ-NPNJW-QN6RM). Sellers: Eli David Darmon & Igal Abergel (50/50). Original combined ask ≈$10M (business + real estate at 921 N 21st Ave, Hollywood, FL).
Sept 2025 – Feb 2026	Data room build-out and financial reconciliation across tax returns (2021–2024), EBITDA schedules, and org chart. Financial Modeling Proposal engaged Nov 12, 2025 ($3,800 deposit received Nov 21, 2025; $14,500 balance). CIM produced through 8 revisions. Broad marketing via Axial: 468 prospective buyers contacted, 13 NDAs executed, internal 288-page Buy-Side Candidate Analysis compiled.
March 20, 2026	Sellers closed the sale of the company's real estate (921 N 21st Ave) independently during the engagement, for $3.5M cash — company retains the right to lease/rent the premises for up to 6 months post-closing. Emanay's documented position: this sale materially changed the economic viability of the business at the originally contemplated combined purchase price, and is what caused previously interested prospective buyers (including the live contact from the March 29, 2026 management meeting) to pull back from the opportunity. Asking price was revised to $4,000,000 (business only) following the carve-out.
March 29, 2026	Management meeting held with live buyer contact Nima Pirayesh (Ori Darmon and Maor Darmon invited). No binding offer resulted. Buyer/Seller Q&A Sheet compiled the same date with detailed financial and operational disclosures used in subsequent CIM revisions.
May 18, 2026	Ori Darmon, on behalf of the Sellers, issued a notice purporting to terminate the engagement. Emanay responded the same day with an Exit Package and a non-binding $2,000,000 LOI proposing Victory ESV SPV, LLC (an Emanay-affiliated vehicle) as purchaser — crediting $251,500 of accrued advisory fees as earnest money/equity, with a $1,748,500 seller-financed balance. LOI set to expire May 25, 2026; no countersignature from Sellers was confirmed, and the Sellers' initial response to the exchange was informal and dismissive.
July 2026	Direct conversation between Alex and ownership (Eli Darmon, Igal Abergel) resolved the termination dispute positively. Resolution: Sellers may pursue a sale to other prospective buyers on a non-exclusive basis going forward; Emanay retains (a) the right to submit its own offer to purchase the business, and (b) the right to collect its fees under the Engagement Letter on any resulting transaction. Both parties are in agreement. The same conversation surfaced a revised headline asking price of $6,000,000, an SBA loan (~$2M, seller-stated at 3.7%) described as transferable, personnel retention commitments, and a facility recommendation — detailed in Section 04.
Current Status	Emanay is evaluating a direct acquisition of the business — potentially alongside an equity/capital partner — using fees already owed to Emanay as a credit toward its equity contribution, modeled in Section 06. In parallel, the sell-side process can continue on a non-exclusive basis per the resolution above.

Engagement Status	RESOLVED — termination dispute concluded positively with ownership. Sellers may pursue other prospective buyers on a non-exclusive basis going forward. Emanay retains (a) the right to submit its own offer to purchase the business, and (b) the right to collect its fees under the Engagement Letter on any resulting transaction. Both parties are in agreement on this arrangement. See Section 01 for full detail and Emanay's documented position.
Real Estate	SOLD — closing March 20, 2026, $3.5M cash. Company may lease/rent the current premises for up to six (6) months from closing.
Asking Price	$6,000,000 headline, per ownership — structure not yet finalized (see Section 04).

Emanay's contractual position on this deal is stronger than the surface-level dispute suggests, and the recent direct conversation with ownership meaningfully improves execution odds. The deal team should treat this as a live, well-protected mandate worth continued investment:

• Resolution preserves fee entitlement without exclusivity friction — the dispute is resolved on terms that give Sellers freedom to work with other buyers while Emanay keeps both its right to collect fees on any resulting transaction and its own option to purchase the business directly. This is a better position than a contested exclusivity fight would have produced, and removes the adversarial dynamic that was slowing the process down.
• Sunk work product advantage — the CIM (7 prior versions), the 288-page Buy-Side Candidate Analysis, financial models, and the full buyer outreach record are proprietary Emanay work product produced at Emanay's own cost under the success-fee structure. Marginal cost to close from here is low relative to the fee upside.
• Real estate closing de-risks the file — the March 20, 2026 closing at $3.5M cash removes the most complex asset from the transaction perimeter and crystallizes a clean, largely uncontested 2% fee (Section 05) independent of how the business sale plays out.
• Renewed cooperation — direct conversation with Eli and Igal re-establishes a working relationship after the termination notice, and surfaces updated, higher pricing expectations ($6M headline vs. the prior $4M revised ask) — direct upside to Emanay's success fee if a buyer can be found near that level.
• Retention commitments reduce buyer risk — the personnel terms in Section 04 give prospective buyers a cleaner transition story than the prior CIM draft, which is a sellable point in the relaunched process.

The following reflects Alex's internal notes from a direct call with Eli Darmon and Igal Abergel, held after the resolution described in Section 01. Several points are shorthand and require written confirmation before they appear in any external document — these are flagged explicitly.

• Sale confirmed: closing March 20, 2026, at $3.5M cash.
• Victory may lease/rent the current premises (921 N 21st Ave) for up to six (6) months from closing.

• Approximately $2,000,000 outstanding, described by ownership as transferable to a buyer, at a rate of 3.7%.

Ownership's comments on price were shorthand and are reproduced here as close to verbatim as possible, since they don't reduce cleanly to a single structure:

• Full team can stay. Family members currently in operating roles (brother, uncle, aunt) were described by ownership as "replaceable" — i.e., a new owner can change who sits in each seat without losing operational continuity, and the incumbents are willing to stay roughly one year to support the transition.
• Operations Manager (uncle): willing to stay 1–2 years.
• Maor (CCC license holder): willing to stay 1 year.

• Emanay's recommendation to ownership: rather than lease back the sold facility long-term, relocate to a lower-cost facility, targeting roughly $6,000–$7,000/month in rent.

Fee structure is unchanged from the Engagement Letter dated September 3, 2025. What has changed is the inputs — the real estate now has an actual sale price, and ownership has floated a higher headline ask.

Fee Component	Basis	Amount
Financial Modeling Proposal	Nov 12, 2025 proposal · $3,800 deposit received Nov 21, 2025 (non-refundable)	$14,500 balance due
Real Estate Transaction Fee	2% of real estate transaction value. Prior estimate ~$77,000 based on ~$3.85M appraisal — now superseded by actual $3.5M cash closing (3/20/26)	$70,000 (updated) pending closing statement
Business Sale Success Fee	4% on transaction value up to $8M (6% $8M–$12M, 8% over $12M) — applicable to any of the 61 Introduced Parties through the Protection Period (May 18, 2027)	$160,000 at $4M $240,000 at $6M ask
TOTAL POTENTIAL FEE	Modeling balance + real estate fee + success fee, excluding $3,800 deposit already received	~$244,500 at $4M close ~$324,500 at $6M close

The spread between the $4M and $6M scenarios (~$80,000 in incremental success fee) is a meaningful reason to hold firm on price discovery with prospective buyers rather than anchoring internally to the prior $4M figure — provided ownership's higher ask is actually achievable given the business's declining revenue trend (see the sell-side CIM's Valuation and Risk sections).

Two views: what Emanay earns if the business sells to a third-party buyer, and — since Emanay retains the right to purchase the business itself (Section 01) — what the deal looks like if Emanay is the buyer and applies fees owed to it as an equity contribution instead of cash.

Enter a proposed structure below — the tiered success fee (4% / 6% / 8%) and total fee update automatically.

Models the deal if Emanay exercises its right to purchase the business directly. Fees Emanay is already owed under the Engagement Letter can be structured as a non-cash equity credit toward the purchase price — reducing the actual cash or financing Emanay needs to bring, exactly as in the prior LOI structure ($251,500 credited at close). Toggle which fee components are applied as credit.

• Resolution of the termination dispute is currently verbal only — get it documented in writing (Section 01) before relying on it as settled, particularly the fee entitlement and non-exclusivity terms.
• Emanay's dual role as advisor and potential buyer needs a clear, disclosed conflict-of-interest management approach — recommend written acknowledgment from the Sellers before Emanay submits any offer of its own.
• Pricing structure (Section 4.3) is not usable as stated — needs written clarification from ownership before it enters the CIM, a teaser, or any buyer-facing material.
• SBA loan terms (Section 4.2) conflict with the balance sheet on file — reconcile against the actual note and confirm lender consent-to-assume before representing transferability to buyers.
• Real estate fee figure is provisional pending the actual closing statement — do not invoice off the $3.5M figure until confirmed in writing.
• Employment-related comments from ownership (Section 4.4) should not surface in any external document. Recommend flagging to internal legal/compliance.

• Get the termination dispute resolution (Section 01) documented in writing — email confirmation from Eli and/or Igal is sufficient — covering the non-exclusivity arrangement and Emanay's continued fee entitlement.
• Obtain written acknowledgment from the Sellers of Emanay's dual role as advisor and potential buyer before submitting any offer of Emanay's own.
• Request the real estate closing statement to true-up the 2% fee calculation.
• Get the actual SBA note/payoff letter to reconcile balance and rate before updating the CIM.
• Get pricing structure (cash/debt/seller note split) confirmed in writing from ownership.
• Route the employment-related comments (Section 4.4) to legal/compliance for awareness before any further internal or external discussion.
• Once the above are resolved, update the sell-side CIM's asking price, debt schedule, and personnel/transition sections accordingly and proceed with buyer relaunch.