Path to Protect Your Shares

For Ace (Ali) Hemani, the active Hemani partner. Generated June 14, 2026. Context: Umbrella Fund is being wound down; the surviving business is Keto Vitals (KV) + We Like Vitamins (WLV), being consolidated under one new SBA loan. Sources cited inline and in the footer.

The target outcome

Walk out of the refinance with your equity in writing at 50% Hemani / 50% Bhai, or, if you accept a third, a documented one third with hard minority protections. Never an undocumented third under a Bhai two thirds.

The leverage you actually hold

These are not feelings, they are documented. Use them.

1 brand owed

The rotation gave the next SBA deal to the Hemanis. You never got it.

Family email Jan 26 2021 (hemani.ali thread 177417b12e64b89d)

+$95K to $178K

Your side over-funded UF Fund 1 vs the others

Capital Circles $220,978 vs Bhai $125,977 vs Hakam $42,978, UF Fund 1 1065 2021

$300K

Working capital WLV needs. Whoever funds it earns equity.

SBA refi thread 19de4e7ec216fdad, May 2026

You

Named loan party, guarantor, and the operator running the back office

Confirmed by Ace, June 14 2026

The deal on the table right now

Item	Detail	Source
Who is being bought out	Hunaid Hakam (KV) and Ali Bhai (WLV)	SBA thread 19de4e7ec216fdad
Proposed go-forward owners	Aamir Bhai, Karim Bhai, Ali Hemani. Three equal names equals Bhai 2/3, you 1/3.	same thread
New consolidated SBA loan	~$2,171,380, includes the $300,000 working-capital tranche, no money down	same thread
Existing debt being refinanced	KV ~$449,518 and WLV ~$1,421,862	same thread
Combined trailing SDE	$655,960 total (KV $425,887, WLV $230,073). WLV ran a net operating loss of $80,375.	Combined KV & WLV TTM P&L
Gating item	The AZ / Foxtrot carve-out sale (to George) must close first or it complicates the refi	broker Stephen Speer, same thread
Buyout price to Hakam / Ali Bhai	Not yet known. This is the number to get.	open

The plan

Phase 1 · Lock your position before the loan papers (time sensitive)

Tie your name on the loan to your name on the cap table

The refi requires a new operating agreement, a membership schedule, and personal guarantees. That packet is the document that finally puts your equity in writing. Do not let it close on a "three equal individuals" basis. Your guarantee and your equity percentage must be agreed and written together, in the same closing.

Why: this is the legitimization moment. A verbal third that is not in the closing docs is a third you may never see again.

Open at 50/50 Hemani / Bhai, with a documented fallback

Ask for parity. Your case: the rotation owed your family a full SBA brand, your side over-contributed capital, you are the operating partner, and you will help fund and guarantee the deal. If they will not move off thirds, your fallback is a documented one third plus the protections in Phase 3, never a bare third.

Why: at 50/50 nobody can force a capital call or a sale. At a third with protections, you can still block the moves that would hurt you.

Phase 2 · Buy your way to parity, cleanly

Fund the $300K WLV infusion and convert it to equity

WLV needs working capital and cannot raise it in its current shape. Offer to put up the infusion and have it credited as equity that moves you from a third toward half. Capital in, equity out. No one is gifting you anything, so no one can object.

Why: this is your most defensible path to a bigger share, and it solves their actual problem at the same time.

Claim your share of the buyout at the same price

When Hakam and Ali Bhai are bought out, assert your right to buy your proportional piece at the same price AB negotiated, rather than letting the Bhais absorb all of it. If AB low-balled the sellers, that low price is your entry price too. FBA brands with heavy Subscribe and Save currently trade at 2.5x to 4x SDE per sellerboard and Titan Network 2026 guides, so a soft mark is accretive to you on day one.

Why: this is the family-side version of a right of first refusal. It stops the Bhais reaching two thirds without your consent.

Phase 3 · If you accept a third, these protections are non negotiable

Supermajority or unanimous consent on any capital call, sale of the business or a brand, new debt, change to distributions, admitting new owners, and related-party deals or management fees. This is what stops a 2/3 bloc from steamrolling you.
A put right so you can force a buyout at a set formula (for example a fixed SDE multiple) and never be trapped as an illiquid minority.
Tag-along plus right of first refusal if the Bhais sell, you sell on the same terms; if anyone sells, you get first right to buy.
Pro-rata anti-dilution you can always fund your share of any future raise so you are never diluted by a capital call you were not offered to match.
Information and distribution rights guaranteed access to financials and a distribution policy that cannot be withheld to squeeze you out.

Phase 4 · Align the guarantee with the equity

Do not guarantee more debt than your equity is worth

You are one of the "three strong sponsors" personally guaranteeing the new ~$2.17M loan (your own words to a banker in 2024). Your guarantee share should track your equity share. If you carry equal personal risk on the debt, you should carry equal equity. Equal guarantee plus a minority stake is the worst seat at the table.

Phase 5 · Protect the wind-down money

Get credited for what you already put in

In the Umbrella Fund dissolution, make sure your $850,212.75 contribution and your side's over-contribution at UF Fund 1 are credited in the distribution waterfall, and that you receive your share of the AZ / George sale proceeds. A "cleanup" should not quietly erase capital you already funded.

Source: Summary of Investment in UF Companies V.2 and UF Fund 1 1065 2021.

Phase 6 · Paper it with counsel, handle the history with care

Use a lawyer, and use the shared incentive to clean up

Engage counsel to draft the operating agreement and protections. The old structure hid the true owners from the SBA bank (confirmed in a 2020 law-firm email), so everyone has a reason to paper this correctly now. Use that shared incentive to get your name on cleanly. Do not weaponize the history, it is mutual exposure. Per the fund agreement, disputes route first to the Ismaili Conciliation and Arbitration Board, then Texas courts. The goal is to never need either.

Your three biggest risks

The loan closes on "three equal individuals." You are locked at a third under a Bhai two thirds, with no protections, and it is now in signed loan docs.

Fix: resolve the split and protections before the closing, not after.

Your operator value and guarantee get taken for granted. You run the back office and sign for the debt, but get only a minority stake for it.

Fix: tie guarantee to equity, and price your operating role into the split.

The wind-down under-credits your capital. Your $850K and over-contribution get washed out in a "cleanup."

Fix: get the distribution waterfall in writing before you consent to anything.

Do these three things this week

#	Action	Why now
1	Tell AB, in writing, that you want the go-forward ownership and protections settled as part of the refi, not after, and that you are open to funding the WLV infusion.	Gets your stake into the closing docs and frames you as a solver, not a blocker.
2	Ask for the buyout price AB agreed with Hakam and Ali Bhai.	It is your entry price too, and you cannot size your check without it.
3	Engage a corporate attorney to represent your interest in the new operating agreement.	The Bhais will have the deal drafted their way unless you have your own counsel at the table.