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Exit Readiness

Don't Let Contract Chaos Kill Your Exit

You expect your contracts are organized and complete. Buyers expect to find problems. Close the gap before due diligence starts—Expectica IQ finds every contract (including the ones in email you forgot about), verifies financial accuracy, and identifies issues while you still have time to fix them.

Audit Our Contracts

Example Dashboard

847

Contracts Found

Issues Identified

60 days

Time to Fix

The Exit Readiness Expectation Gap

You expect your data room is complete. Buyers will find what you missed.

Reality check:

•You compile data room: 200 contracts
•Buyer runs email scan: finds 80 more contracts you forgot
•Missing contracts include: customer side letters, vendor commitments, email amendments
•Buyer asks: "Why weren't these disclosed? What else are you hiding?"

The gap: You expected data room was complete. Buyer's discovery of missing contracts creates distrust and valuation risk.

You expect revenue numbers are accurate. Buyer reconciliation finds discrepancies.

Reality check:

•Your financials: "$2.4M ARR"
•Buyer's contract analysis: "$2.1M contracted ARR"
•Gap: $300K revenue not supported by contracts
•Buyer asks: "Which number is right? Do we trust your financials?"

The gap: You expected revenue was accurate. Buyer finds $300K discrepancy, questions entire financial picture.

You expect contracts transfer cleanly. Buyer finds change-of-control landmines.

Reality check:

•You have LOI, moving toward close
•Buyer reviews contracts: 23 have Change of Control provisions
•8 contracts allow customer termination upon acquisition
•12 contracts require renegotiation
•At-risk revenue: $680K (28% of your value)

The gap: You expected clean transfer. Buyer finds material risks that threaten valuation.

Find and Fix Issues Before Buyers Do

Complete Contract Discovery (Before Buyers Look)

Don't wait for buyers to find contracts you forgot about. Expectica IQ scans everything:

Data room contracts:

Upload your "complete" data room
AI analyzes every document

Email archive discovery:

Scan your M365/Google Workspace email
Find contracts in: attachments, sent folders, archived threads
Discover: side letters, amendments, verbal commitments via email

Result:

Complete contract inventory BEFORE buyer DD starts.

Example Outcome

Complete Contract Inventory

Data room:

203 contracts

Email archives:

81 additional contracts found

Critical discoveries:

• 12 customer side letters (pricing commitments)
• 8 vendor agreements (minimum spend obligations)
• 7 email amendments to existing contracts
• 54 historical contracts (thought to be expired, still active)

Action: Add to data room now, before buyer finds them

Financial Reconciliation (Verify Your Own Numbers)

Before buyers question your financials, verify contract reality matches:

Your financials claim:

• "$2.4M ARR"
• "92% renewal rate"
• "Recurring revenue model"

Expectica IQ verifies:

• Contracted ARR: $2.1M
• Auto-renewal contracts: $1.5M (63% of total)
• Active renewal required: $600K
• One-time revenue misclassified: $200K

Gap Analysis:

Management financials:

$2.4M ARR

Contract reality:

$2.1M ARR

Discrepancy:

$300K

Root cause:

• $200K one-time revenue classified as recurring
• $100K verbal renewals not yet contracted

Action:

Fix financials NOW, before buyer finds discrepancy

Identify Deal-Breaker Issues (While You Can Still Fix)

Expectica IQ finds issues that could threaten your exit:

Change of Control Provisions: 23 contracts

Impact analysis:

• 8 contracts: Customer can terminate upon acquisition
• 12 contracts: Renegotiation required
• 3 contracts: Price increase triggered

At-risk revenue:

$680K

(28% of total)

Time to fix:

• 90 days to negotiate amendments
• 60 days to secure customer confirmations
• 30 days to document everything for buyer

You have time to fix—IF you find issues before LOI stage.

Result:

Fix deal-breakers before they kill your deal.

Key Features (Reframed for Selling Companies)

Complete Contract Discovery (Find Everything First)

Problem: Buyers find contracts you forgot about

Typical scenario:

• Founder compiles data room from SharePoint, file shares
• Thinks data room is complete
• Buyer runs email scan during DD
• Finds 40% more contracts in email archives
• Buyer questions: "What else didn't you disclose?"

Expectica IQ (before buyer DD):

Scan your entire email archive
Find contracts in: attachments, sent folders, drafts
Discover: side letters, amendments, verbal commitments
Create complete inventory BEFORE buyer arrives

Result: No surprises. Buyer sees you're organized and thorough.

Financial Accuracy Verification

Problem: Revenue claims don't match contract reality

Common discrepancy sources:

• One-time revenue classified as recurring
• Verbal renewal commitments not yet contracted
• Revenue recognized before contract signed
• Pipeline counted as ARR

Expectica IQ verification:

Extract contract values from every agreement
Compare to financial statements
Identify discrepancies
Generate reconciliation report

Example finding:

Financial Statement:

$2.4M ARR

Contract Analysis:

$2.1M ARR

Discrepancies:

• $200K one-time (not recurring) ❌
• $100K verbal renewal (not contracted) ❌
• $50K early revenue recognition ❌
• $50K pipeline (not closed) ❌

Total gap: $400K

Action:

Correct financials before buyer DD starts

Result: Clean financials that match contractual reality.

Change of Control Risk Assessment

Problem: CoC provisions discovered too late

Worst-case scenario:

• Sign LOI
• Buyer starts DD
• Buyer finds 23 contracts with CoC provisions
• 8 customers can terminate upon acquisition
• At-risk revenue: $680K (28% of your $2.4M valuation)
• Buyer demands $1.4M purchase price reduction
• OR deal falls apart

Expectica IQ (before LOI):

Scan all contracts for CoC provisions
Identify which customers can terminate/renegotiate
Quantify revenue at risk
Create remediation plan

Example outcome:

CoC Risk Assessment (60 days before going to market):

•High risk (termination right): 8 contracts, $340K revenue
•Medium risk (renegotiation): 12 contracts, $280K revenue
•Low risk (consent only): 3 contracts, $60K revenue

Action plan:

• 60 days: Negotiate CoC waivers with 8 high-risk customers
• 30 days: Secure consent letters from 12 medium-risk
• Before LOI: Document all amendments in data room

Result:

Secured waivers for 6 of 8 high-risk contracts before going to market. At-risk revenue reduced from $680K to $140K.

Renewal & Expiration Dashboard

Problem: Don't know what's expiring during DD/close process

Typical exit timeline:

• Prepare for sale: Feb 2026
• Start process: March 2026
• Due diligence: April-June 2026
• Close: July 2026

What contracts expire during this window?

Expectica IQ shows:

Expiring Contracts (March-July 2026): 18

• Customer renewals: 12 contracts, $420K ARR
• Vendor agreements: 6 contracts, $80K spend

Status analysis:

✅ 8 already renewed (secured)
🔄 4 in renewal discussions (likely to renew)
⚠️ 6 not yet addressed (at risk)

Action:

Secure all renewals BEFORE starting exit process

Result: Buyers see stable, renewed contracts. No churn risk during DD.

Timeline: When to Start Exit Prep

12M

12 Months Before Expected Exit:

Perfect time to audit and fix everything

Actions:

Complete contract discovery (find everything in email)
Financial reconciliation (fix discrepancies)
Identify CoC provisions (negotiate amendments)
Secure key renewals (de-risk customer base)

Result: Clean, organized, buyer-ready

6 Months Before Expected Exit:

Still time to fix major issues

Actions:

Complete contract discovery
Financial reconciliation (may need to restate)
CoC amendments (time pressure)
Customer renewals (might need to wait until after sale)

Result: Mostly clean, some risks remain

3 Months Before Expected Exit:

Too late to fix most issues

Reality:

Can't renegotiate CoC provisions (customers won't engage during sale rumors)
Can't fix financial discrepancies (already in market)
Can only disclose and accept valuation impact

Result: Damage control mode

Best practice: Start exit prep 12-18 months before expected sale process.

From Chaos to Clean in 90 Days

Founder preparing for exit (starting 12 months early)

Before Expectica IQ:

•Thought data room was complete (203 contracts compiled)
•Financials showed $2.4M ARR
•Expected clean transfer to buyer
•Hadn't reviewed contracts in 3 years

Expectica IQ audit findings:

•81 additional contracts found in email archives
•Financial discrepancy: $300K (one-time revenue misclassified)
•23 CoC provisions (8 high-risk customer termination rights)
•18 contracts expiring during expected DD window

90-day remediation:

Added all 81 discovered contracts to data room
Corrected financials (restated ARR as $2.1M)
Negotiated CoC waivers with 6 of 8 high-risk customers
Secured renewals for 14 of 18 expiring contracts

Exit outcome:

Clean data room (zero contracts "discovered" by buyer)
Accurate financials (buyer's reconciliation matched)
Minimal CoC risk (only 2 customers at risk vs. 8)
Stable customer base (renewals secured)
Strong buyer confidence (professional, organized)

Final result:

• Clean exit at full valuation
• No last-minute surprises
• Fast DD process (45 days vs. typical 90)
Founder: "Finding those 81 contracts before the buyer did saved my valuation."

Audit Your Contracts Before Buyers Do

Find every contract, verify financial accuracy, identify risks—while you still have time to fix them. Don't let contract chaos kill your exit.

Exit Readiness Audit

$25K-75K

(depending on contract volume and urgency)

Includes:

Complete email archive scan

Find every contract in M365/Google Workspace

Financial reconciliation analysis

Verify contract values match financials

CoC risk assessment

Identify and quantify change-of-control risks

Remediation roadmap

Prioritized action plan with timeline

Timeline: 2-4 weeks for initial audit

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Expectica IQ