Family Office Governance Build-Out

Where Things Stand

The Short Version

The roll-up structure itself is settled — Roll-Up Structure v2 confirmed the full ownership tree in July. What hasn't caught up yet is the paperwork underneath it. Here's the current state of this build-out.

Already Done

Full ownership tree and entity list confirmed — Roll-Up Structure v2 (Jul 17, 2026)

Franchisor transfer consent secured for the Miami ADA — one open condition already closed out

River North intercompany exposure sized and flagged (net receivable >$1M) — the basis for the cash management agreement below

In Progress

Formalizing the 20% silent-partner identities for Highland, Naperville, and Missoula with Emanay Law Group

Confirming entity names for the still-TBD Indiana, Naperville, and Missoula holding entities

Regent LOI — 6 contested terms still open; JVDB Holdings (Regent) formation intentionally on hold until resolved

Next Up

Sign this proposal and kick off drafting on all 16 operating agreements

Draft and circulate the intercompany cash management agreement — the highest-priority document given the River North exposure

Coordinate state filing / foreign qualification as each entity's operating agreement is finalized

Why Now

The Structure Has Outgrown
Its Paperwork

None of this blocks day-to-day operations today — but every week the platform grows, the gap between how the business actually runs and what's documented on paper widens.

01

No Operating Agreements Exist

None of the 8 existing operating entities — nor the two affiliate entities — currently have an operating agreement on file. That's a gap for every lender, franchisor, and investor conversation going forward.

02

A New HoldCo Chain Is Forming

Family Holdings → Family Ventures → JVFO DB Holdings → three JVDB branches. Six new entities, none of which have governance documents yet, sitting above every dollar in the platform.

03

$1M+ in Undocumented Related-Party Debt

River North has become the platform's de facto internal bank — its net intercompany receivable has grown past $1M with no loan agreement, interest terms, or repayment schedule behind it.

04

Diligence Exposure

Undocumented related-party balances and missing operating agreements are exactly what a lender or acquirer's counsel flags first — better to close this out on our own timeline than theirs.

Scope of Engagement

Sixteen Entities.
One Coordinated Build-Out.

Drafted by Emanay Law Group PLLC, coordinated end-to-end by your Emanay team. Every entity below gets a full operating agreement; the platform as a whole gets the intercompany agreements that formalize how money and services actually move between them.

Existing Operating Entities — First Operating Agreements

10 Entities

Joy DB LLC	Milwaukee Third Ward, WI — 100% owned, original flagship	First OA
Joy DB-W LLC	Midland Hotel, Chicago IL — 100% owned	First OA
Joy DB-LP LLC	Lincoln Park, Chicago IL — 100% owned	First OA
Joy DB-RN LLC	River North, Chicago IL — 100% owned; platform's largest intercompany position	First OA
Joy DB-WFB LLC	Whitefish Bay, WI — 100% owned	First OA
Highland Entity (name TBD)	Highland, IN — 80% owned, 20% silent partner interest to formalize	First OA
Naperville Entity (name TBD)	Naperville, IL — 80% owned, 20% silent partner interest to formalize	First OA
Missoula Entity (name TBD)	Missoula, MT — 80% owned, 20% silent partner interest to formalize	First OA
Twin Crowns LLC	Non-operating affiliate — guarantor entity	First OA
Vertz Marketing LLC	Non-operating affiliate — marketing entity	First OA

Newly Formed Family HoldCo Chain — New Entity Operating Agreements

6 Entities

Joy Vertz Family Holdings, LLC	Wyoming — top-level family entity	New Formation + OA
Joy Vertz Family Ventures, LLC	Wyoming — business investment arm	New Formation + OA
JVFO DB Holdings, LLC	Wyoming — DryBar platform HoldCo	New Formation + OA
JVDB Holdings (State), LLC	Holds the existing 8-location portfolio, 100%	New Formation + OA
JVDB Holdings (Miami), LLC	Holds Joy's interest in DBFL Holdings, LLC	New Formation + OA
JVDB Holdings (Regent), LLC (name TBD)	Will hold Joy's interest in the Regent NewCo	New Formation + OA

Each Wyoming entity above will need to foreign-qualify in the states where it actually does business (IL, WI, IN, MT for the existing base; FL for Miami; NY, NV — and CA if that tranche proceeds — for Regent). Filing coordination is included; state filing fees themselves are a pass-through cost (see Fee & Terms).

Intercompany Agreements — Formalizing How the Platform Actually Runs

4 Agreements

Intercompany Cash Management Agreement	Formalizes the sweep arrangement already happening between River North, Joy DB, W Hotel/Milwaukee, Whitefish Bay, and Lincoln Park — converts today's informal balances into documented, interest-bearing related-party debt with real terms.	Drafted
Management Services Agreement	JVFO DB Holdings ↔ each operating subsidiary — the basis for any centralized management fee or shared-services allocation.	Drafted
Tax Allocation & Sharing Agreement	Across the full HoldCo chain — supports the multi-entity, multi-jurisdiction filing calendar Emanay Accounting will run going forward.	Drafted
Guaranty / Support Agreements	Between Twin Crowns (guarantor affiliate) and lender-facing entities, as needed for existing and future debt facilities.	Drafted

Joint Venture Entities — Coordinated, Not Duplicated

2 Entities

DBFL Holdings, LLC	Miami JV with Investor 1 — operating agreement negotiated bilaterally with the investor's counsel	Coordinate Only
Regent NewCo (name TBD)	Regent JV with Investor 2 — same treatment, once formed	Coordinate Only

These two JV operating agreements are investor-negotiated documents, typically drafted opposite the capital partner's own counsel as part of closing. They're flagged here for completeness and coordination, not included in the $15,000 fee below — that work sits with the underlying M&A engagement for each deal.

What You Receive

The Deliverable Set

A complete, executed governance file for the platform — not a binder of templates.

16 fully drafted operating agreements — 10 existing entities, 6 newly formed HoldCo entities

4 intercompany agreements — cash management, management services, tax sharing, guaranty/support

Formalized 20% silent-partner terms for Highland, Naperville, and Missoula, closed out ahead of consolidation

Entity org chart & signature package — a single reference showing every entity, its owners, and its governing documents

Filing coordination for foreign qualification in every state the platform actually operates in

A clean cap table ready to hand to WellBiz, SBA, or any lender or acquirer's diligence team on request

Fee & Terms

Flat Fee. Fully Scoped.

This is a separate, defined-scope engagement — distinct from the ongoing M&A advisory mandate. It covers entity governance documentation only.

Total Engagement Fee

$15,000

One flat fee for all 16 operating agreements and all 4 intercompany agreements — drafting, negotiation of silent-partner terms, execution coordination, and the entity org chart deliverable. No hourly billing, no per-entity surprises.

Structure

Flat fee, all-inclusive of legal drafting

Billing

50% at kickoff · 50% at final delivery

Counsel

Emanay Law Group PLLC

Coordination

Emanay Advisors — single point of contact

Relationship

Separate SOW to the existing engagement

All fees above are exclusive of third-party costs — state filing fees, registered agent fees, and EIN application costs — which are passed through to Client at cost with prior approval, consistent with the terms of the existing engagement letter.

Timeline

6–8 Weeks, Start to Signature

Runs in parallel with — not blocking — the South Miami and Regent workstreams.

Weeks 1–2

Diagnostic & Design

Confirm entity list, ownership %, and silent-partner terms

Lock governance structure for the HoldCo chain

Draft the intercompany cash management framework

Weeks 3–5

Drafting

All 16 operating agreements drafted and circulated

All 4 intercompany agreements drafted

Silent-partner terms finalized (Highland, Naperville, Missoula)

Weeks 6–8

Execution & Delivery

Signature coordination across all parties

State filing / foreign qualification submitted

Final governance file & org chart delivered

Fine Print, Made Plain

What's In, What's Not

Included in the $15,000

✓Drafting of all 16 operating agreements

✓Drafting of all 4 intercompany agreements

✓Negotiation support for the three silent-partner interests

✓Execution coordination across all signatories

✓Entity org chart & signature package deliverable

Billed Separately, At Cost

＋State formation & foreign qualification filing fees

＋Registered agent fees per entity, if not already in place

＋EIN application costs, where required

＋DBFL Holdings and Regent NewCo JV operating agreements — scoped under the respective M&A engagements

The Short Version

The Structure Has OutgrownIts Paperwork

Sixteen Entities.One Coordinated Build-Out.