Miami, FL 33131
legal@emanay.io · emanay.io
Project Sprint — All Shoes Nation
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre Camus, Managing Director
alex@emanay.io
Represented by: Dani Gergel
[MISSING: Seller notice address / counsel contact]
This Letter of Intent sets forth the proposed terms under which EECV ES SPV, LLC (an affiliate of Emanay Ventures) would acquire The Gergel Group, LLC (operating as All Shoes Nation, together with the rolled-in Amazon selling entities) for $7,500,000, based on the financial findings of the Quality of Earnings prepared by E.J.C. Financial Services dated June 29, 2026.
This LOI supersedes all prior proposals, term sheets, and verbal understandings between the parties regarding this transaction. This LOI is non-binding except for the Exclusivity, Confidentiality, No-Shop, and Related-Party Disclosure provisions in Section 05, which shall be binding upon execution.
Required disclosure — related-party transaction. Emanay Inc., operating as Emanay Advisors, is engaged as the Seller's exclusive sell-side advisor on this transaction. The Buyer, EECV ES SPV, LLC, is an affiliate of Emanay Ventures, itself an affiliate of Emanay Advisors. Emanay Advisors is therefore acting, through affiliated entities, on both sides of this transaction. Seller is encouraged to review this structure with independent counsel before executing this LOI. [MISSING: signed written acknowledgment of this disclosure from Dani Gergel]
| Transaction Type | Equity purchase of The Gergel Group, LLC, encompassing all three Amazon selling entities operating under All Shoes Nation, together with related operating assets. |
| Purchase Price | $7,500,000, subject to the Working Capital adjustment described in Section 02. |
| Implied Multiple | ~3.5x FY25 Pro Forma Adjusted EBITDA ($2,117,936); ~3.98x FY25 Adjusted EBITDA ($1,886,185) — both per the June 29, 2026 QoE, which is the sole financial source of truth for this transaction. |
| Gelty Equity | Buyer to receive a 10% equity stake in Gelty Inc., together with a post-closing Master Supplier Agreement between Gelty and the Company. |
| Assignability | This LOI and Buyer's rights hereunder are assignable to the SPV upon formation, and collaterally assignable to Buyer's SBA 7(a) lender. |
| Tax Structure | The Gergel Group is treated as a C-corporation for federal tax purposes notwithstanding its LLC form, supporting an estimated Seller QSBS §1202 benefit. Seller should confirm this treatment with its own tax advisor. |
The $7,500,000 purchase price is contemplated to be funded as follows:
| SBA 7(a) Loan | 75% of purchase price (~$5,625,000). [MISSING: lender not yet identified / committed] |
| Seller Note | 10% of purchase price (~$750,000). 3% interest, 5-year term, balloon at maturity. A 24-month standby on payments is required by the SBA lender and is non-negotiable. |
| Seller Equity Rollover | 10% of purchase price (~$750,000), rolled into Buyer's post-closing equity structure. |
| Buyer Cash at Closing | 5% of purchase price (~$375,000). |
| Working Capital Peg | Fixed at $1,400,000, with inventory valued at cost less 20%, trued up at closing against the Company's actual delivered working capital. |
This LOI is non-binding in its entirety except for the following, which are legally binding upon execution:
| SBA Loan Approval | Buyer's receipt of a fully committed SBA 7(a) loan on terms consistent with Section 02. [MISSING] |
| SPV Formation | Formation of EECV ES SPV, LLC and assignment of Buyer's rights under this LOI to the SPV. [MISSING: formation timeline] |
| Confirmatory Diligence | Completion of legal, tax, and operational diligence to Buyer's reasonable satisfaction, consistent with the June 29, 2026 QoE. |
| Definitive Agreements | Negotiation and execution of a Purchase Agreement, Seller Note, Gelty equity and supply documentation, and related ancillary agreements. |
| No Material Adverse Change | No material adverse change in the business, operations, financial condition, or legal standing of the Company between execution of this LOI and closing of the definitive agreements. |
| Non-Binding Nature | This LOI is intended as a non-binding expression of intent. The binding obligations of the parties shall be governed solely by the executed Definitive Agreements, except for the provisions expressly identified as binding in Section 04. |
| Governing Law | This LOI shall be governed by and construed in accordance with the laws of the State of Florida, with exclusive jurisdiction in Miami-Dade County, Florida. |
| Supersession | This LOI supersedes all prior discussions, proposals, and term sheets exchanged between the parties regarding the acquisition of the Company. |
| Counterparts | This LOI may be executed in counterparts and by electronic signature, each of which shall be deemed an original. Electronic signatures transmitted via PandaDoc or equivalent platform are fully binding. |
| Expiration | This LOI shall expire if not executed by all parties by [MISSING: expiration date]. |
Emanay's Position: Emanay Advisors believes the terms above reflect a fair, QoE-supported valuation for the Company and a capital structure sized to close efficiently. Given Emanay's related-party role on both sides of this transaction, Emanay strongly recommends Seller review this LOI with independent counsel before execution.
Please execute below to indicate your acceptance of the terms herein and return a signed copy to alex@emanay.io no later than the expiration date above.
Respectfully submitted,