2020-11-25_lmotro_Equity Purchase Agreement - HCA Montreal (K&E Draft 11_25_20).docx

EQUITY PURCHASE AGREEMENT

BY AND AMONG

[●],

Home Care Assistance (Montreal) Inc.,

the owners party hereto,

and

OWNERS’ REPRESENTATIVE

dated as of December [●], 2020

TABLE OF CONTENTS

Page

ARTICLE I Recitals; Definitions	2

Section 1.1	Recitals	2

Section 1.2	Certain Definitions	2

ARTICLE II Purchase/Sale Transaction; Excluded Liabilities; Purchase Price; Payment	7

Section 2.1	Purchase/Sale Transaction	7

Section 2.2	Liabilities	7

Section 2.3	Purchase Price	8

Section 2.4	Withholding	8

ARTICLE III Closing	8

Section 3.1	Closing	8

Section 3.2	Owners’ Representative’s Deliveries; Conditions	8

Section 3.3	Buyer’s Deliveries; Conditions	9

Section 3.4	[Client Notices]	10

Section 3.5	Closing Costs	10

Section 3.6	Purchase Price Adjustment.	10

Section 3.7	Holdback Amount	13

ARTICLE IV Representations, Warranties, and Covenants	14

Section 4.1	Mutual Representations and Warranties	14

Section 4.2	Owners’ and Company’s Representations, Warranties, and Covenants	14

Section 4.3	Operation of the Business.	24

Section 4.4	Access to Information	25

Section 4.5	Distribution of Cash; Cancellation of Accounts	26

Section 4.6	Tax Covenants.	26

ARTICLE V Employees	27

Section 5.1	Company’s Employment-Related Representations, Warranties, and Covenants	27

Section 5.2	Insurance	31

Section 5.3	Excluded Liabilities	31

ARTICLE VI Breach; Remedies; Indemnification	31

Section 6.1	Remedies	31

Section 6.2	No Other Liability	32

Section 6.3	Indemnity Obligation	32

Section 6.4	Limitations on Indemnity Obligation.	32

Section 6.5	Indemnity Procedures	33

Section 6.6	Treatment of Indemnity Payments	34

ARTICLE VII Termination	34

Section 7.1	Termination by Mutual Written Consent	34

Section 7.2	Automatic Termination	34

Section 7.3	Effect of Termination	34

Section 7.4	Company and Owners’ Remedies for Buyer’s Defaults or Breaches	35

Section 7.5	Buyer’s Remedies for Company or Owners’ Defaults or Breaches	35

ARTICLE VIII Miscellaneous	35

Section 8.1	Governing Law; Venue for Non-Arbitrable Dispute	35

Section 8.2	Arbitration	36

Section 8.3	Attorneys’ Fees	38

Section 8.4	Notices	38

Section 8.5	Further Assurances	39

Section 8.6	Timing	39

Section 8.7	Integration Clause	39

Section 8.8	Modifications; Waivers	39

Section 8.9	Successors and Assigns	39

Section 8.10	Owners’ Representative	40

Section 8.11	Severability	40

Section 8.12	Survival	40

Section 8.13	Parties’ Relationship	41

Section 8.14	Captions; Construction	41

Section 8.15	Counterparts	41

EXHIBIT I  Caregivers Not Fully Licensed

EXHIBIT II  Company Legal Proceedings (Current or Threatened)

EXHIBIT III  Disclosure Schedules

EXHIBIT IV  Assignment and Assumption Agreement

EXHIBIT V  Schedule of Owners

EXHIBIT VI  HCAFranchise Corporation Transfer Consent Agreement

EXHIBIT VII  Reference Balance Sheet

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December [●], 2020 (the “Effective Date”), by and among [●], a Canadian corporation (“Buyer”); Home Care Assistance (Montreal) Inc., a Canadian corporation (“Company”); Mr. Timothy Thomas, Mr. Timothy Thomas II, and Mrs. Susan Thomas (each an “Owner” and collectively, “Owners”) and [_____], solely in [his/her] capacity as the representative of Owners as set forth in this Agreement (“Owners’ Representative” and together with Buyer, Company and Owners, the “Parties”).

Recitals

Company is the operator of a non-medical, in-home caregiver business incorporated under the laws of Canada, the services of which include in-home care, senior living staffing, care management, personal care, companionship, protective care, specialized care, respite care, transportation, cooking, and light housekeeping (collectively, the “Business”).

The Business is part of an international franchise authorizing Seller to operate a Home Care Assistance 1-866-4-LiveIn® business.

The Business is substantially similar to the business of Buyer.

Owners own beneficially and of record (i) 200 shares of the issued and outstanding common shares of the Company (the “Common Shares”), (ii) 10 shares of the issued and outstanding Class B shares of the Company (the “Class B Shares”) and (iii) 1,730,000 shares of the issued and outstanding Class E shares of the Company (together with the Common Shares and the Class B Shares, the “Shares”), representing 100% of the equity securities of Company.

Buyer desires to purchase the Shares from Owners on the terms and subject to the conditions set forth herein.

Each of Mr. Timothy Thomas and Mr. Timothy Thomas II have entered into offer letters, dated as of the date hereof, with Company (the “Offer Letters”).

Company and Owners executed a non-binding letter of intent signed on or around August 12, 2020 (the “LOI”) with respect to the transaction contemplated herein, and this Agreement replaces and supersedes the LOI in its entirety.

NOW THEREFORE, based on the foregoing, and in consideration of the mutual agreements, covenants, and conditions contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

Agreement

Recitals; Definitions

Recitals

. The recitals above form an integral part of this Agreement.

Certain Definitions

.

“Adjustment Calculation Time” means 11:59 p.m. local time in Quebec, Canada on the day immediately prior to the Closing Date.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.  As used herein, “controls”, “control” and “controlled” mean the possession, direct or indirect, of the power to direct the management and policies of a Person, whether through the ownership of voting interests of such Person, through contract or otherwise.

[“Affiliated Group” means any affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or non-U.S. income Tax law) of which Company is or has been a member.]

“Buyer Transaction Expenses” means all out-of-pocket fees and expenses incurred by Buyer in connection with the transactions contemplated by this Agreement.

“Closing Indebtedness” means the aggregate Indebtedness of Company as of immediately prior to the Closing.

“Closing Net Working Capital” means Net Working Capital as of the Adjustment Calculation Time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Transaction Expenses” means, without duplication, (i) all costs, fees and expenses incurred or required to be reimbursed or paid by Company (including on behalf of, or in reimbursement of, Owners) in connection with this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby (including all costs, fees and expenses of (x) legal counsel, accountants, investment bankers, brokers, finders, financial advisors and other representatives and consultants and (y) obtaining “tail” insurance policies pursuant to Section 5.2, including any taxes relating thereto or arising therefrom) and (ii) all Liabilities of Company under or in connection with any severance arrangements, retention payments, stay bonuses, incentive bonuses, equity issuance, transaction bonuses, termination and change of control arrangements, and similar obligations that are owed or payable to any Person pursuant to arrangements in effect at or prior to the Closing that will be triggered, either automatically or with the passage of time, in whole or in part by the consummation of the transactions contemplated by this Agreement (including any amounts required to be paid by Company to gross-up any Person for any excise taxes imposed under law and the employer’s portion of any taxes relating thereto or arising therefrom) but, notwithstanding the foregoing, excluding, for purposes of this clause (ii), any ordinary course salary or related payments to employees. For the avoidance of doubt, Buyer Transaction Expenses shall not be included in Company Transaction Expenses.

“Confidentiality Agreement” means that certain confidentiality agreement, dated as of [●], 2020, by and between Buyer and [Company].

“Fundamental Representations” means the representations and warranties of Company and Owners contained in Section 4.1(c) (Good Standing; Power and Authority), Section 4.1(d) (Authorization; Enforceability), Section 4.2(a) (No Conflicts), Section 4.2(c) (Ownership; Capitalization), Section 4.2(d) (No Subsidiaries), Section 4.2(h) (Related Transactions), Section 4.2(k) (Adverse Events), Section 4.2(r) (Tax Matters) and Section 5.1(l) (No Transaction Bonuses).

“GAAP” shall mean Canadian generally accepted accounting principles, consistently applied, including on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used to prepare Company’s financial statements to the extent not inconsistent with GAAP and as otherwise set forth on Exhibit VII attached hereto.

“Governmental Authority” means any Canadian or non-Canadian (a) federal, state, commonwealth, provincial, territorial, county, municipal, district, local or other government or quasi-governmental authority of any nature, including any division, department, agency (whether regulatory or administrative or otherwise), commission, board, bureau, stock exchange, instrumentality, official, organization, unit or body (accreditation or otherwise); or (b) any court, tribunal, arbitrator or other arbitral body (public or private) of any of the foregoing.

“Governmental Official” means any official, officer, employee or representative of, or any Person acting in an official capacity for or on behalf of, (i) any Governmental Authority, any company, business, enterprise or other entity owned, in whole or in part, or controlled by any Governmental Authority, (ii) any political party or party official or candidate for political office or (iii) any company, business, enterprise or other entity owned, in whole or in part, or controlled by any Person described in the foregoing clause (i) or (ii) of this definition.

“Indebtedness” means, with respect to Company at any date, without duplication: (i) all obligations of Company for borrowed money or in respect of loans or advances; (ii) all obligations of Company evidenced by bonds, debentures, notes or other similar instruments or debt securities, (iii) any commitment by which Company assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit and bankers’ acceptances), (iv) all obligations arising from cash/book overdrafts, (v) all obligations of Company secured by an Encumbrance, (vi) all guarantees of Company in connection with any of the foregoing and any other indebtedness guaranteed in any manner by Company (including guarantees in the form of an agreement to repurchase or reimburse), (vii) all capital lease obligations, (viii) all obligations in respect of the deferred purchase price of property or services or the acquisition of any business with respect to which Company is liable, contingently or otherwise, as obligor or otherwise (including seller notes, “earn-out” obligations and trade payables which are more than sixty (60) days past due based on the due date specified in the invoice thereof, or if no due date is specified in the invoice or if no invoice exists, then based on past custom and practice), (ix) all liabilities classified as non-current liabilities in accordance with GAAP, (x) all deferred compensation or obligations that are owed or that are not cancelable by unilateral action of Company and may become owing under agreements or arrangements existing as of the Closing, and all severance obligations and paid time off balances existing as of the Closing, in each case including the employer portion of payroll, social security, unemployment or similar Taxes thereon, (xi) all obligations that are owed or that are not cancelable by unilateral action of Company and may become owing under agreements or arrangements existing as of the Closing in consideration for non-competition, non-solicitation, consulting, intellectual property assignment or protection, or information confidentiality obligations of any current or former employee, consultant, agent, officer, director, contractor or other service provider of or to Company, (xii) all deferred rent obligations, (xiii) all unpaid Taxes for the Pre-Closing Tax Period (accruing Taxes for this purpose through the Closing Date for the entire Pre-Closing Tax Period), (xiv) the employer’s share of payroll Taxes attributable to any payments made in connection with the transactions contemplated by this Agreement and any amounts payable to gross-up or make whole any Person for income or excise Taxes imposed with respect to such amounts, (xv) any amounts that are payable or would become payable by Company to Persons other than the Parties directly or indirectly as a result of the transactions contemplated by this Agreement (including any severance, sale, stay or retention bonus, change of control or similar payment that vest or are payable as a result of the consummation of the transactions contemplated by this Agreement) and the employer portion of payroll taxes thereon, (xvi) the employer portion of payroll, social security, unemployment or similar Taxes to be made with respect to any payments made in connection with the transactions contemplated by this Agreement, (xvii) any payor advances; (xviii) all Excluded Liabilities and (xix) all accrued interest, prepayment premiums or penalties related to any of the foregoing.

“Minimum Cash” means CAD $200,000.

“Net Working Capital” means the result (whether positive or negative) equal to (i) the sum of Company’s cash, cash-like accounts, accounts receivable, and prepaid expenses (including security deposits) that are set forth on the Reference Balance Sheet (except the amount of cash shall include only amounts in excess of Minimum Cash as a positive number or amounts by which cash is less than Minimum Cash as a negative number), minus (ii) the sum of Company’s current liabilities (that are set forth on the Reference Balance Sheet) in each case, as determined in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet and in each case, with adjustments for (a) management compensation, (b) royalty fees and (c) placement income to align with post-closing operations as such adjustments are determined in good faith by Buyer in a manner that aligns with the Reference Balance Sheet. For the avoidance of doubt, Net Working Capital shall not include (x) any Tax assets or Tax liabilities, or (y) any amounts included in Closing Indebtedness or Seller Expenses.

“Owner Percentage” means the percentage set forth opposite an Owner’s name on the Schedule of Owners attached hereto as Exhibit V.

“Person” means any individual, sole proprietorship, corporation, partnership, limited liability company, unlimited liability company, firm, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization, labor union or other employee representative body or Governmental Authority or other entity.

“Pre-Closing Tax Period” means (i) any taxable period ending on or before the Effective Date and (ii) for any Straddle Period, the portion of such Straddle Period through the end of the Effective Date.

“Pre-Closing Taxes” means (i) any and all Taxes of Company for any Pre-Closing Tax Period, (ii) any and all Taxes of any member of an Affiliated Group for which Company (or any predecessor thereof) is liable by reason of having been a member of such Affiliated Group on or prior to the Effective Date, including pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of other applicable law, (iii) all Taxes of any Person imposed on Buyer, any Affiliate of Buyer or Company as a transferee or successor, by contract or pursuant to any law, which Taxes relate to an event or transaction occurring before the Effective Date, (iv) the reasonable costs of preparing or amending any income Tax Return of Company for a Pre-Closing Tax Period, (v) the reasonable costs of defending any Tax Return of Company for any Pre-Closing Tax Period (other than a Straddle Period); and (vi) employer’s share of any payroll, employment or similar Taxes required to be made by or on behalf of Company in connection with the transactions contemplated by this Agreement.

“Purchase Price” means (i) USD $5,500,000; plus (ii) the amount, if any, by which the Net Working Capital exceeds the Target Working Capital; less (iii) the amount, if any, by which the Target Working Capital exceeds the Net Working Capital; less (iv) the Indebtedness; less (v) the Company Transaction Expenses.

“Target Working Capital” means CAD $500,000.

“Tax” means any federal, state, local or non-U.S. taxes, charges, fees, imposts, levies or other assessments by any governmental authority, including all income, gross income, gross receipts, franchise, profits, escheat or unclaimed property, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, employment, unemployment, disability, payroll, license, employee or other withholding, privilege, duty, ad valorem or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, regardless of whether disputed.

“Tax Returns” means returns, declarations, reports, claims for refund, estimates, elections, information returns or other documents (including any related or supporting schedules, statements, attachments or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any Person or the administration of any laws, regulations or administrative requirements relating to any Taxes, and including any amendments thereof.

The following terms have the meanings set forth in the provisions referenced below:

Term											Section

Adjustment Amount	Section 3.8(d)

Agents	Section 4.2(n)

Agreement	Preamble

Arbiter	Section 3.8(c)

Assignment and Assumption Agreement	Section 3.2(a)(ii)

Business	Recitals

Business Day	Section 6.5

Buyer	Preamble

Buyer Parties	Section 6.3

Caregivers	Section 4.2(k)

Clients	Section 2.2

Closing	Section 3.1

Closing Balance Sheet	Section 3.8(a)

Closing Date	Section 3.1

Closing Payment	Section 2.3

Closing Statement	Section 3.8(a)

Company	Preamble

Company’s Documents	Section 4.2(e)(i)

Company’s Knowledge	Section 4.2(b)

Confidential Information	Section 4.2(m)(ii)

Effective Date	Preamble

Encumbrances	Section 2.2

Excess Amount	Section 3.8(e)

Excluded Liabilities	Section 2.2

Exclusivity Window	Section 4.2(e)(i)

Holdback Amount	Section 2.3

Holdback Period	Section 3.9

Insurance Policies	Section 4.2(j)

Interim Period	Section 4.4(a)

Latest Balance Sheet	Section 4.2(o)

Latest Balance Sheet Date	Section 4.2(o)

Legal Proceeding	Section 4.2(b)

Liabilities	Section 2.2

LOI	Recitals

Notice of Disagreement	Section 3.8(b)

Offer Letters	Preamble

Owner	Preamble

Owners	Preamble

Owners’ Representative	Preamble

Parties	Preamble

Permits	Section 4.2(p)

Post Notice of Disagreement Period	Section 3.8(c)

Purchase Price	Section 2.3

Purchase Sale Transaction	Section 2.1(a)

Purchased Units	Section 2.1(a)

Representing Party	Section 4.1

Restricted Area	Section 4.2(m)(i)(C)

Shares	Recitals

Straddle Period	Section 4.7(a)

Tax Act	Section 4.6

Threatened Material Adverse Change	Section 4.2(k)

Threshold	Section 6.4(a)

Purchase/Sale Transaction; Excluded Liabilities; Purchase Price; Payment

Purchase/Sale Transaction

. On and subject to the terms and conditions of this Agreement, at the Closing (unless otherwise specified):

Each Owner shall (and at the Closing hereby does) separately sell and assign to Buyer all of the shares of Company held by such Owner as set forth on Exhibit V attached hereto, for an aggregate number of 200 common shares, 10 Class B shares and 1,730,000 Class E shares of Company, respectively, (collectively, the “Purchased Shares”), free and clear of any Encumbrances and restrictions on transfer other than those under applicable state or federal securities laws, and Buyer shall (and at the Closing hereby does) purchase the Purchased Shares from each Owner, respectively, for such Owner’s Owner Percentage of the Purchase Price payable in the manner set forth in Section 2.3 (the “Purchase/Sale Transaction”). Immediately following the Closing and after giving effect to the purchase of the Purchased Shares, Buyer will own 100% of all of the issued and outstanding equity securities of Company.

Liabilities

. Subject to the terms and conditions of this Agreement, Company shall retain solely their respective ordinary course accrued expenses in respect of the Business as of the Closing. Company hereby assigns, transfers and conveys to Owners (pro rata based on each Owner’s Owner Percentage), and Owners hereby accept (pro rata based on each Owner’s Owner Percentage), all of Company’s other Liabilities arising, incurred or relating to any period prior to and as of the Closing including all Liabilities related to Company’s conduct or operations of the Business prior to and as of the Closing (collectively, the “Excluded Liabilities”), whether or not such Liabilities relate to the Business. For the avoidance of doubt, the Excluded Liabilities include, but are not limited to: (i) all of Company’s outstanding Indebtedness obligations (to the extent not paid off and satisfied at Closing); (ii) all Legal Proceedings against Company; (iii) all of Company’s statutory obligations; (iv) all claims, charges, liens, licenses, mortgages, pledges, security interests, Liabilities and encumbrances of any kind or nature (collectively, “Encumbrances”) on Company’s real or personal property; (v) all Pre-Closing Taxes; (vi) all product liability, returns, and warranty liability with respect to sales by Company; (vii) all Liabilities in connection with any violation of or non-compliance with any applicable federal, state, provincial or local law, judgment, or order; (viii) all Liabilities with respect to any of Company’s clients, patients and/or customers (collectively, the “Clients”), (ix) all Company Transaction Expenses and (x) client disputes, employee disputes, governmental or regulatory sanctions and penalties, vendor disputes and all other Liabilities of Company.

In this Agreement, “Liabilities” means, collectively, all Legal Proceedings, losses, damages, debts, vendor obligations, costs, liens, expenses, penalties, fees, fines, deficiencies, obligations, duties, and other liabilities (including reasonable attorneys’ fees, experts’ fees, court costs, and other costs in investigating, defending or prosecuting any proceeding, and including any compensatory, incidental, consequential and lost profits damages), of any nature, kind or description, known or unknown, accrued or unaccrued, mature or immature, vested or contingent, liquidated or unliquidated, pre-dating the Closing or not, or arising out of contract, tort, strict liability, misrepresentation, or violation of applicable law, and including any liability for Taxes.

Purchase Price

. On the Closing Date, Buyer shall pay Owners’ Representative (for the benefit of and to be payable to Owners pro rata based on each Owner’s Owner Percentage) for the Purchased Shares by wire transfer of immediately available funds an aggregate amount equal to (i) USD $5,500,000; plus (ii) the amount, if any, by which the Estimated Working Capital exceeds the Target Working Capital; less (iii) the amount, if any, by which the Target Working Capital exceeds the Estimated Working Capital; less (iv) the Estimated Indebtedness; less (v) the Estimated Company Transaction Expenses, (clauses (i) through (v), the “Estimated Purchase Price”) less (vi) USD $500,000 (the “Holdback Amount”) (collectively, the “Closing Payment”).

Withholding

. Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to withhold and deduct from the consideration otherwise payable pursuant to this Agreement such amounts as Buyer is required to deduct and withhold with respect to the making of such payment under any provision of federal, provincial, state, local or other Tax law; provided that other than with respect to compensatory payments, prior to deducting or withholding any such amounts, Buyer shall use commercially reasonable efforts to notify Owners’ Representative and provide Owners’ Representative (for the benefit of Owners) with a reasonable opportunity to provide forms or other documentation necessary to reduce or eliminate the amount required to be deducted and withheld. To the extent that amounts so withheld are paid to the appropriate governmental entity in the name of any Owner in respect of which such amounts are deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to such Owner.

Closing

Closing

. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 12:01 a.m. Eastern time on January [●], 2021 (the “Closing Date”) and shall occur electronically unless postponed or otherwise agreed by the Parties in writing.

Owners’ Representative’s Deliveries; Conditions

.

At Closing, Owners’ Representative shall deliver to Buyer the following:

assigned certificates representing the Purchased Shares (if any);

an assignment and assumption agreement with respect to the Excluded Liabilities, attached hereto as Exhibit IV (the “Assignment and Assumption Agreement”), duly executed by Company and Owners;

payoff letters reasonably satisfactory to Buyer reflecting the repayment of all obligations for indebtedness for borrowed money of Company as of the Closing;

evidence reasonably satisfactory to Buyer that Company has obtained for itself a prepaid “tail” policy or policies covering a twenty-four (24)-month period following the Effective Date in accordance with Section 5.2;

a certificate from each Owner certifying under penalties of perjury that such Owner is not a foreign person within the meaning of Section 1445 and Section 1446(f) of the Code, duly executed by such Owner and dated as of the Effective Date;

the HCAFranchise Corporation Transfer Consent Agreement, substantially in the form of Exhibit VI, duly executed by Company and Owners; and

such other agreements, notices, opinions, warranties, certificates or other instruments as may be reasonably requested by Buyer or required under this Agreement;

the Offer Letters remain in full force and effect and no party to the Offer Letters have repudiated any terms thereof;

a certificate from an officer of Company, dated as of the Closing Date, stating that the conditions set forth in in Section 4.1 and Section 4.2 have been satisfied;

no law will have been enacted, issued or promulgated after the Effective Date and no order will have been issued to (i) enjoin, restrain, prevent or prohibit the consummation of the Closing or (ii) make the consummation of the Closing illegal, and no Proceeding shall have been commenced by a Governmental Authority of competent jurisdiction after the Effective Date that would reasonably be expected to (i) enjoin, restrain, prevent or prohibit the consummation of the Closing or (ii) make the consummation of the Closing illegal; and

each of Company, Owners and Owners’ Representative will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing.

Satisfaction of the conditions listed above is an express condition to Buyer’s obligation to consummate the Purchase/Sale Transaction and to pay the Closing Payment.

Buyer’s Deliveries; Conditions

.

At Closing, Buyer shall deliver to Owners’ Representative (for the benefit of and to be payable to Owners pro rata based on each Owner’s Owner Percentage) the Closing Payment;

the HCAFranchise Corporation Transfer Consent Agreement, substantially in the form of Exhibit VI, duly executed by Buyer;

a certificate from an officer of Buyer, dated as of the Closing Date, stating that the conditions set forth in Section 4.1 have been satisfied;

no law will have been enacted, issued or promulgated after the Effective Date and no order will have been issued to (i) enjoin, restrain, prevent or prohibit the consummation of the Closing or (ii) make the consummation of the Closing illegal, and no Proceeding shall have been commenced by a Governmental Authority of competent jurisdiction after the Effective Date that would reasonably be expected to (i) enjoin, restrain, prevent or prohibit the consummation of the Closing or (ii) make the consummation of the Closing illegal; and

Buyer will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing.

Satisfaction of the conditions listed above is an express condition to Company’s, Owners’ and Owners’ Representative’s obligations to consummate the Purchase/Sale Transaction.

[Client Notices]

. [Company shall notify the Clients about the Purchase/Sale Transaction after the Closing.]

Closing Costs

. Owners shall bear and pay in full the Company Transaction Expenses at Closing (which shall be deducted from the Purchase Price) and Buyer shall bear the Buyer Transaction Expenses.

Purchase Price Adjustment.

At least three (3) Business Days, but no more than five (5) Business Days, prior to the Closing, Company shall prepare and deliver to Buyer (i) an estimated consolidated balance sheet of Company as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”) and (ii) a statement (the “Estimated Closing Statement”) setting forth Company’s good faith estimates of the following: the Closing Net Working Capital (the “Estimated Working Capital”), the Closing Indebtedness (the “Estimated Indebtedness”), the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and the Purchase Price resulting therefrom (the “Estimated Purchase Price”). The Estimated Closing Statement shall, with respect to (x) the Estimated Working Capital, the Estimated Indebtedness, the Estimated Company Transaction Expenses and (y) the Estimated Purchase Price set forth thereon, be prepared in accordance with the definitions in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, Company shall, and shall cause its Agents to, reasonably cooperate with Buyer and its Agents in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Company shall review comments proposed by Buyer with respect to the foregoing and will consider in good faith and incorporate any changes Owners’ Representative reasonably deems appropriate into the Estimated Closing Balance Sheet and the Estimated Closing Statement prior to Closing.

Within ninety (90) days following the Closing Date, Company (under the direction and control of Buyer) shall prepare and deliver to Owners’ Representative (a) an unaudited balance sheet of Company as of the Adjustment Calculation Time (the “Closing Balance Sheet”) and (b) a statement (the “Closing Statement”) setting forth Company’s calculation of the following: the Closing Net Working Capital, the Closing Indebtedness, the Company Transaction Expenses and the Purchase Price resulting therefrom. The Closing Statement shall, with respect to (x) the Closing Net Working Capital, the Closing Indebtedness and the Company Transaction Expenses and (y) the Purchase Price set forth thereon, be prepared in accordance with the definitions in this Agreement. During the thirty (30) days immediately following Owners’ Representative’s receipt of the Closing Balance Sheet and Closing Statement and any period of dispute thereafter with respect to the Closing Statement, Company shall (x) provide Owners’ Representative and its Agents with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Company to the extent reasonably requested by Owners’ Representative and its Agents in connection with their review of the Closing Balance Sheet and the Closing Statement, and (y) cooperate with Owners’ Representative and its Agents in connection with such review of the Closing Balance Sheet and Closing Statement.

The Closing Balance Sheet, Closing Statement and the Closing Net Working Capital, Closing Indebtedness, the Company Transaction Expenses of Company and the Purchase Price set forth thereon shall become final and binding upon the Parties thirty (30) days following Owners’ Representative receipt thereof unless Owners’ Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Closing Balance Sheet, the Closing Statement and the Closing Net Working Capital, Closing Indebtedness, the Company Transaction Expenses and the Purchase Price resulting therefrom shall become final and binding upon the Parties upon Owners’ Representative’s delivery, prior to the expiration of the 30-day period, of written notice to Buyer of its acceptance of the Closing Balance Sheet, the Closing Statement and the Closing Net Working Capital, Closing Indebtedness and Purchase Price set forth thereon. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted.

If a timely Notice of Disagreement is delivered by Owners’ Representative, then (x) the Closing Statement (as revised in accordance with this Section 3.6(d), and the Closing Balance Sheet, (y) the Closing Net Working Capital, Closing Indebtedness, the Company Transaction Expenses and (z) the Purchase Price set forth thereon shall become final and binding upon the Parties on the earlier of (a) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Owners’ Representative and Buyer and (b) the date all matters specified in the Notice of Disagreement not resolved by Owners’ Representative and Buyer are finally resolved in writing by a nationally recognized accounting, consulting or valuation firm (other than a so-called “Big Four” accounting firm) mutually selected by Owners’ Representative and Buyer (such firm, the “Arbiter”). The Closing Balance Sheet and the Closing Statement shall be revised to the extent necessary to reflect any mutually agreed resolution by Owners’ Representative and Buyer and/or final resolution made by the Arbiter in accordance with this Section 3.6(d). During the thirty (30) days immediately following the delivery of a Notice of Disagreement, or such longer period as Owners’ Representative and Buyer may agree in writing (the “Post-Notice of Disagreement Period”), Owners’ Representative and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions related thereto shall (unless otherwise agreed by Buyer and Owners’ Representative in writing) be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date of this Agreement) and any applicable similar state rule. During the Post-Notice of Disagreement Period, Company shall (x) provide Owners’ Representative and its Agents with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Company to the extent reasonably requested by Owners’ Representative and its Agents in connection with their review of the Notice of Disagreement, and (y) cooperate with Owners’ Representative and its Representatives in connection with such review of the Notice of Disagreement. At the end of the Post-Notice of Disagreement Period, Owners’ Representative and Company (acting under the direction and control of Buyer) shall submit to the Arbiter for review and resolution any and all matters (but only such matters) remaining in dispute and which were properly included in the Notice of Disagreement. Buyer and Owners’ Representative shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the items included in the Closing Balance Sheet and the Closing Statement (only to the extent such amounts remain in dispute) in writing and in accordance with the guidelines and procedures set forth in this Agreement. Buyer and Owners’ Representative will cooperate with the Arbiter during the term of its engagement. Buyer and Owners’ Representative shall instruct the Arbiter not to, and the Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Company and Buyer, on the one hand, or Owners’ Representative, on the other hand, or less than the smallest value for such item assigned by Company and Buyer, on the one hand, or Owners’ Representative, on the other hand. Buyer and Owners’ Representative shall also instruct the Arbiter to, and the Arbiter shall, make its determination based solely on presentations by Buyer and Owners’ Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The (x) Closing Balance Sheet and the Closing Statement, (y) Closing Net Working Capital, Closing Indebtedness and the Company Transaction Expenses and (z) the Purchase Price set forth thereon shall become final and binding on the Parties on the date the Arbiter delivers its final resolution in writing to Company, Buyer and Owners’ Representative (which final resolution shall be requested by the Parties to be delivered not more than thirty (30) days following submission of such disputed matters), and such resolution by the Arbiter shall not be subject to court review or otherwise appealable. Owners’ Representative shall pay a portion of the fees and expenses of the Arbiter equal to the percentage by which the portion of the disputed amounts in Owners’ Representative’s submission to the Arbiter not awarded to Owners’ Representative bears to the aggregate amount actually disputed by Owners’ Representative in Owners’ Representative’s submission to the Arbiter. Buyer shall pay the remaining portion of such fees and expenses.

If the Estimated Purchase Price is less than the Purchase Price as finally determined pursuant to this Section 3.6(e) (such shortfall, the “Adjustment Amount”), then Buyer shall, within ten (10) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties pursuant to this Section 3.6(e), make payment of the Adjustment Amount by wire transfer in immediately available funds to Owners’ Representative.

If the Estimated Purchase Price is greater than the Purchase Price as finally determined pursuant to this Section 3.6(f) (such excess, the “Excess Amount”), then Owners’ Representative shall, within ten (10) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties pursuant to this Section 3.6(f), make payment of the Adjustment Amount by wire transfer in immediately available funds to Buyer.

The Parties agree that any payments to be made pursuant to this Section 3.6(g) (before taking into account any netting thereof) shall be treated as an adjustment to the Purchase Price for Tax purposes and, except to the extent required by applicable Law, not to take any position inconsistent with such treatment on any Tax Return.

Holdback Amount

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Subject to the provisions of ARTICLE VI, at least 40 days after, but no more than 45 days after, the six-month anniversary of the Closing Date (the “Holdback Period”), Buyer shall prepare and deliver to Owners’ Representative, setting forth in reasonable detail, Buyer’s calculation of Company’s average weekly revenue (the “Holdback Calculation”). During the four (4) days immediately following Owners’ Representative’s receipt of the Holdback Calculation, Buyer shall (x) provide Owners’ Representative and its Agents with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Company to the extent reasonably requested by Owners’ Representative and its Agents in connection with their review of the Holdback Calculation, and (y) cooperate with Owners’ Representative and its Agents in connection with such review of the Holdback Calculation.

The Holdback Calculation shall become final and binding four (4) days following Owners’ Representative’s receipt thereof unless Owners’ Representative gives written notice of its disagreement (the “Holdback Notice of Disagreement”) to Buyer prior to such date; provided that the Holdback Calculation shall become final and binding upon the Parties upon Owners’ Representative’s delivery, prior to the expiration of the four-day period, of written notice to Buyer of its acceptance of the Holdback Calculation. Any Holdback Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted.

If a timely Holdback Notice of Disagreement is delivered by Owners’ Representative, then Buyer and Owners’ Representative shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Holdback Notice of Disagreement and Buyer shall make any such changes in good faith. All such discussions related thereto shall (unless otherwise agreed by Buyer and Owners’ Representative in writing) be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date of this Agreement) and any applicable similar state rule.

If the Holdback Calculation meets or exceeds CAD $185,000, then Buyer shall, no later than 45 days after the Holdback Period, make payment of the Holdback Amount by wire transfer in immediately available funds to Owners’ Representative. If a timely Holdback Notice of Disagreement is delivered by Owners’ Representative and, upon resolution of discussion thereto, the Holdback Calculation meets or exceeds CAD $185,000, then Buyer shall, no later than three (3) Business Days after the conclusion of such good faith discussions, make payment of the Holdback Amount by wire transfer in immediately available funds to Owners’ Representative.

Representations, Warranties, and Covenants

Mutual Representations and Warranties

. All of the representations and warranties contained in this ARTICLE IV (including those made in Sections 4.1 through 4.2 below) and elsewhere in this Agreement and all information delivered in any schedule, attachment or exhibit hereto or in any writing delivered to Buyer are true and correct on the date of the Effective Date, except as disclosed on the Disclosure Schedules attached hereto as Exhibit III. Each Party (the “Representing Party”) represents, warrants, and covenants to the other Party as of the Effective Date (and at Closing, if a different date) as follows:

Legal Advice. The Representing Party has received or had the full opportunity to receive independent legal advice from attorneys of its choice with respect to the Purchase/Sale Transaction. By initialing below, Company and each Owner acknowledge that they:

Representations. Except for the representations and warranties contained in this Agreement (including the exceptions and related portions of the exhibits attached hereto), no Representing Party nor any other person on behalf of any Representing Party has made or makes any other express or implied representation or warranty, either written or oral, including any representation or warranty as to the accuracy or completeness of any information regarding the matters in this Agreement.

Good Standing; Power and Authority. The Representing Party is an entity duly formed, validly existing, and in good standing under the laws of the state of its jurisdiction (or, in the case of each Owner, an individual), with requisite capacity, power and authority to enter into and carry out its, his or her obligations under this Agreement and each and every agreement, document and instrument (if any) provided for herein.

Authorization; Enforceability. The Representing Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each and every agreement, document and instrument (if any) provided for herein. This Agreement and the other documents contemplated hereby to which any Representing Party is a party, when executed and delivered by such Representing Party, constitute valid and binding obligations of each Representing Party enforceable against such Representing Party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles..

Owners’ and Company’s Representations, Warranties, and Covenants

. Each Owner and Company represents, warrants, and covenants to Buyer as of the Effective Date and except as set forth in the Disclosure Schedules attached hereto as Exhibit III as follows:

No Conflicts. The execution, delivery and performance of this Agreement and the other documents contemplated hereby by Company and each Owner and the consummation of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice and/or the passage of time: (i) conflict with or result in any breach of any of the provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to terminate or to accelerate any right or obligation under, (v) result in the creation of any Encumbrance upon any of Company’s assets, or (vi) require any Permit, authorization, consent, approval, exemption or other action by or notice to, declaration to or filing with any court or other governmental body, under (1) the provisions of Company’s certificate of incorporation and bylaws (or similar organizational documents) or (2) any Encumbrance or Contract  to which Company or any Owner is bound, is subject or that affects any of Company’s assets, or (3) any judgment, order, injunction, decree or ruling of any court or Governmental Authority, or any law, statute, rule or regulation to which Company, Owners, the Business or any of Company’s assets are subject.

Litigation; Compliance. There is no action, suit, litigation, arbitration, mediation, civil, administrative, regulatory or criminal proceeding or prosecution (whether civil, criminal, administrative or appellate) by or before any Governmental Authority (including any appeal or review thereof and any application for leave for appeal or review) (each a “Legal Proceeding”) of any kind or nature pending or, to Company’s Knowledge, threatened by or against Company or any Owner (whether or not regarding Company and/or the Business). “Company’s Knowledge” including the qualification of any representation, warranty or other statement in this Agreement by the phrase “to the Knowledge of Company” or by any variant thereof, shall be deemed to mean actual knowledge of any Owner of a particular fact or other matter if a prudent individual would reasonably be expected to discover or make reasonable investigation or inquiry or otherwise become aware of that fact or matter in the course of performing his or her regular duties. Company has at all relevant times conducted the Business: (A) in compliance with (i) all applicable laws and regulations, including the prompt and full payment of all taxes relating thereto when and as due, and compliance with all environmental and hazardous-waste laws, and (ii) all Permits granted to Company by any Governmental Authority (which are sufficient for operation of the Business); and (B) in a manner that does not, to Company’s Knowledge, infringe, misappropriate or otherwise conflict with the intellectual property rights of any third party. In the last three (3) years, Company has not received any written communication from a Governmental Authority that alleges that Company is not in compliance with all applicable laws and regulations, except with respect to matters that have been settled or resolved. [Company is a licensed home care firm in Canada and Quebec with [Owners] as the designated representatives.] No Permit or approval of any Governmental Authority or third party is required in connection with Company’s or any Owner’s execution, delivery and performance of this Agreement. [Company’s current records and all service records and practices in calendar year 2018, 2019 and year to date comply with the Canadian and Quebec regulatory environment for homecare agencies.]

Ownership. Each Owner owns the number of common units of Company set forth opposite such Owner’s name on Exhibit V attached hereto, which, in the aggregate, represents 100% of the issued and outstanding equity securities of Company as of immediately prior to the Purchase/Sale Transaction. Company has provided Buyer with true and correct copies of all agreements with respect to Company’s governance or the voting or transfer of any of the equity securities of Company. All of the issued and outstanding common units of Company has been duly authorized, are validly issued and are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights or rights of first refusal. Company does not have outstanding securities convertible into or exchangeable for any of its equity securities or containing any profit participation features, nor any rights or options to subscribe for or to purchase its equity securities or securities convertible into or exchangeable for its equity securities or any equity appreciation rights or phantom equity plan. Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity securities or any warrants, options or other rights to acquire its equity securities. Company has not violated any federal, provincial or state securities laws in connection with the offer, sale or issuance of its equity securities. Except for the charter of Company, there are no agreements with any Owner, or Company with respect to the voting or transfer of any of the equity securities of Company or with respect to any other aspect of Company’s affairs. No claim has been made in writing or, to the knowledge of Company or Owners, threatened to Company asserting that any Person is the holder or beneficial owner of, or has the right to acquire beneficial ownership of any securities (including options and warrants) of, or any other voting, equity or ownership interest in, Company.

No Subsidiaries. Company does not own, and has not held, any subsidiaries, joint ventures or equity interest in any other Person and has no obligation to invest in or acquire any Person.

Due Diligence; Exclusivity.

During the one hundred twenty (120) day exclusivity window referenced in the LOI (the “Exclusivity Window”), Company gave Buyer full and unfettered access to (i) all documents, records, Client files, Contracts, materials, bank account statements, interchange accounts, and financial statements (properly and fairly reflecting Company’s operations and financial position in accordance with past practice), profit and loss statements, tax returns, and electronic records maintained by, or relating to, Company or the Business (“Company’s Documents”), including access to all of Company’s domain names; and (ii) interview Clients and key employees of Company. All of Company’s Documents were true, complete and correct in all material respects, and did not omit any material fact (or additional Company’s Documents) necessary to make the statements and information contained therein not misleading. Company gave Buyer all of Company’s Documents regarding the historical operation of Company in connection with the states reviewing any application by Company for a license from the states, and diligently responded in good faith to any inquiries or requests from the relevant state agencies.

During the Exclusivity Window Company did not, and from the Effective Date until the Closing Company will not, market, offer, respond to, negotiate, accept, or agree with any third party for the purchase and sale of all or any portion of any of the Shares. If such exclusivity provision was or is violated, Buyer is entitled to recoup ten percent (10%) of the Purchase Price as liquidated damages.

Title to and Condition of Assets. Company owns valid title in, license of, or right to use, beneficially and of record, all of its assets and all of the assets used in the Business, free and clear of all options, warrants, rights of refusal, preemptive rights, Liabilities, and Encumbrances. For the sake of clarity, Company is the sole owner of all telephone numbers, internet web domains, social media accounts, email addresses and other communication/marketing channels through which Clients and referral sources contact Company. None of Company nor any Owner has previously transferred any of Company’s assets or any of the assets used in the Business to any third party, and each Owner hereby agrees to indemnify and hold harmless Buyer from and against all claims brought by a purported transferee. Company has taken all commercially reasonable and prudent steps to maintain the confidentiality of their Client lists and other trade secrets and Confidential Information. All of Company’s goods, inventory, equipment/machinery, signs and signage, furniture, fixtures, raw materials, spare parts, and other tangible property, including its computers, operating systems, and databases are in good condition and repair, ordinary wear and tear excepted, and in the stated maintenance, repair and operating condition reasonably required for the proper operation and use thereof by Buyer in the ordinary course of business. Company’s assets are sufficient for Buyer to conduct the Business in the same manner as it is currently conducted in the ordinary course prior to Closing. No unauthorized intrusions or data breaches have occurred in connection with the information technology systems of Company.

Company Contracts. Prior to the Effective Date, Company has provided to Buyer true, correct and complete copies of all Contracts (including amendments thereto). Each such Contract is in full force and effect and is the legal, valid and binding obligation of Company and the other party(ies) thereto, enforceable in accordance with its terms. No event has occurred or circumstance exists that could, with the passage of time or giving of notice, constitute a default of, result in a violation or breach of, or give any right to accelerate, modify, cancel or terminate any such Contract by Company. Company has not made any prior assignment of any such Contract or any of its rights or obligations thereunder. All such Contracts were entered into in the ordinary course of business and have terms and conditions that are customary in the industry. Regarding any Client Contract, no Client is more than thirty (30) days delinquent in any payment.

Related Transactions. No Owner: (i) has any agreements, relationships, business dealings, or Contracts with Company (other than the operating agreement of Company) or any of the Clients, employees, officer, manager, director or vendors of Company other than (w) loans and other extensions of credit to managers, directors, officers and employees of Company for travel, business or relocation expenses or other employment-related purposes, in each case, in the ordinary course of business, (x) employment Contracts, (y) any employee benefit plan or (z) those disclosed pursuant to this Agreement; (ii) holds any direct or indirect equity, loan, management, or other interest in any other companies or business relating to senior care, home care, home healthcare, or any other industry potentially related to or competitive with Company or the Business other than such Owner’s ownership of Company; provided, however, that this restriction shall not preclude any Owner from owning less than one percent (1%) of the total outstanding shares of a publicly traded company; or (iii) has any interest in, has any interest in any property or assets of or used by, is a party to any Contract with, or performs any services for or on behalf of, Company or the Business.

Solvency; Obligations. Company is not insolvent and will not be rendered insolvent by the Purchase/Sale Transaction. Immediately after the Closing: (i) Company will be able to pay its Liabilities as they become due; (ii) Company will not have unreasonably small capital with which to conduct their activities; and (iii) Company will have assets (at fair market value) exceeding their Liabilities. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other Legal Proceeding under federal or state bankruptcy law is pending against or contemplated by Company. After Closing, Company will continue to meet all of their existing and future financial obligations for a minimum period of one (1) year. Company currently has no outstanding obligation or Liability owed to any state or federal tax authorities. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Owner.

Insurance. The Disclosure Schedules attached hereto as Exhibit III contains a description of each insurance policy (the “Insurance Policies”) maintained by Company with respect to its properties, assets and business or directors, managers and officers of Company. Each such policy is, and, as of immediately following the Closing shall be, in full force and effect. Company is not in default with respect to its obligations under any insurance policy maintained by them, and Company has never been denied insurance coverage. As of the Effective Date, no written disallowance of, or reservation of rights letter with respect to, any material claim under any Insurance Policy has been received by Company. The policies provide coverage in such amounts and against such losses and claims as is generally maintained for comparable businesses and properties, may be required by law or is required by any and all Contracts. No insurer has advised Company that it intends to reduce coverage, increase premiums or fail to renew an existing policy. Except as set forth on the Disclosure Schedules attached hereto as Exhibit III, Company has no self-insurance or co-insurance programs for which the reserves set forth on the Latest Balance Sheet provided to Buyer will not be adequate to cover all Liabilities with respect thereto. Except as set forth on the Disclosure Schedules attached hereto as Exhibit III, there are no claims involving more than $200,000 in any individual circumstance pending under any policies and no such claim has been made under any Insurance Policies in the last three (3) years.

Adverse Events. In the past three (3) years, Company has not suffered any actual or Threatened Material Adverse Change in its financial, legal, regulatory, or operating condition, nor any material adverse event which did or will jeopardize Company’s ability to perform its duties hereunder, nor any such change or event to the Business, and Company has not made any changes to its business operations, staff, marketing, or operating policies prior to the Closing, without Buyer’s prior, informed written consent, except in the ordinary course of business. In the past ninety (90) days, Company has not: (i) experienced any Legal Proceeding, loss of Clients generating more than ten percent (10%) of business revenue, loss of management team members or key employees, and/or other material impact to the Business; or (ii) reduced their historical levels of operational expenditures (including without limitation on marketing; recruitment of caregivers (regardless of whether they are employees or independent contractors), including those who have worked with Clients (“Caregivers”); office supplies; and employee payroll). Company has not and will not make any unscheduled changes to their working capital accounts and will retain current working capital and assets in line with those shared in the Latest Balance Sheet. For purposes of this Section, “Threatened Material Adverse Change” shall mean a level of significance that would have affected any decision of a reasonable person in Buyer’s position regarding whether to enter into this agreement or would affect any decision of a reasonable person in Buyer’s position regarding whether to consummate the transaction contemplated by this Agreement.

Payment Obligations.

Each Owner will perform and/or make punctual payment to Buyer of his or her performance and payment obligations in this Agreement in accordance with the terms herein immediately upon demand by Buyer.

Buyer will not be obliged to take any action to exhaust its recourse against Owners’ Representative prior to taking action against any Owner. All of Buyer’s rights, powers and remedies will be cumulative and not alternative and will be in addition to all rights, powers and remedies given to Buyer by law.

Until all obligations of Owners to Buyer in this Agreement have been paid and/or performed in full, as applicable, each Owner: (A) has no right of subrogation, unless expressly given to such Owner in writing by Buyer, and (B) hereby subordinates any and all debts and other Liabilities owed by Company to such Owner to such Owner’s obligations to Buyer in this Agreement.

This agreement on the part of each Owner will extend to and inure to Buyer’s and Company’s benefit and the benefit of their respective successors and assigns and will be binding on each Owner and his or her heirs, successors and assigns.

Owners’ Restrictive Covenants: Non-Solicitation; Non-Disparagement; Non-Competition; Non-Disclosure.

To protect Buyer, Company and the Business, and as a material precondition to Buyer entering into this Agreement and consummating the Purchase/Sale Transaction, each Owner hereby agrees that each will strictly refrain from, directly or indirectly:

disparaging, defaming, or injuring the reputation or goodwill of, or making any derogatory or non-positive statements (oral or written) about, Buyer, Company, Agents or the Business, publicly or privately, whether true or untrue, whether opinion or factual, whether maliciously or not, for a period of five (5) years after the Effective Date;

soliciting the Clients, or soliciting or hiring Company’s (as of the Effective Date and as of immediately prior to the Closing), Buyer’s, or their respective Affiliates’ employees (including Caregivers), contractors, vendors, or contacts for a period of five (5) years after the Effective Date;

ENGAGING IN COMPETITIVE ACTIVITY (MEANING OWNERSHIP OF, EMPLOYMENT BY, CONSULTING FOR, OR SIMILAR ACTIVITIES WITH, A NON MEDICAL HOME CARE FOR SENIORS OR PRIVATE PAY NON-MEDICAL IN-HOME CARE SERVICE PROVIDER OR SIMILAR BUSINESS) WITHIN QUEBEC OR THE REMAINDER OF CANADA OR ANY OTHER LOCALE IN WHICH COMPANY CURRENTLY OPERATES (THE “RESTRICTED AREA”), FOR A PERIOD OF FIVE (5) YEARS AFTER THE EFFECTIVE DATE, OR

PROVIDING STRATEGIC CONSULTING SERVICES TO NON MEDICAL HOME CARE FOR SENIORS OR PRIVATE PAY NON-MEDICAL IN-HOME CARE IN THE RESTRICTED AREA, FOR A PERIOD OF FIVE (5) YEARS AFTER THE EFFECTIVE DATE.

disclosing, releasing, or disseminating to any third party any confidential, secret, proprietary, or non-public information relating to Company, the Business, Clients or Buyer, including without limitation (x) the existence and terms of this Agreement and (y) all information, data, know-how, and documentation relating to Company, Clients, and/or the Business, whether in written, visual, or oral form, (z) whether existing electronically, in hard copy, or in other media, and whether marked “confidential” or not (collectively, “Confidential Information”). Notwithstanding the foregoing, each Owner may disclose information to the minimal extent necessary: (I) under a court order issued by a court of competent jurisdiction (after giving the maximum advance notice to Buyer and Company so either may choose to seek a protective order); (II) to enforce this Agreement following a material breach by Buyer; and/or (III) to such directors, managers, officers, employees, professionals, and purchasers or lenders as may require the information from time to time, provided such recipients are first informed of this confidentiality obligation and agree to maintain the same.

The Parties agree it would be impossible, impractical, and/or extremely difficult to fix the actual damages suffered by reason of a breach of this Section 4.2(m), and accordingly hereby agree that the sum of Ten Thousand Dollars ($10,000) shall be payable, as liquidated damages and not as a penalty, by the breaching Party to the non-breaching Party, for each instance of a Party’s violation of this Section 4.2(m) and for each day a Party violates Section 4.2(m)(i)(C). The Parties agree that the specified damages are a good faith estimate of the actual amount of damages which would be sustained and that such damages are reasonable under the circumstances.

The Parties agree the nature, scope, and duration of the covenants herein are reasonable and necessary to protect the legitimate interests of Buyer (and particularly the goodwill which it is acquiring herein), and Buyer is relying upon their enforceability in entering into this Agreement. If any Owner breaches the provisions hereof, Buyer shall be entitled to specific performance and/or injunctive or other equitable relief from a court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond, deposit or other security), it being acknowledged such breach will cause irreparable injury for which money damages alone will not provide an adequate remedy. These rights and remedies are in addition to, and not in lieu of, any other rights and remedies available including, but not limited to, Section 4.2(m)(ii)(A).

To ensure that Buyer will receive the full benefit of this Section 4.2(m), the duration of the restrictive covenants herein shall be deemed to continue (with respect to the relevant restrictive covenant) after the period of time set forth above, on a day-per-day basis corresponding to any period of time during which any Owner was in breach of such restrictive covenant, except to the extent so doing would render the restrictive covenant unenforceable.

In this Section 4.2(m), the phrase “directly or indirectly” includes without limitation any action or omission in violation of a restrictive covenant by Agents, including by means of any corporate or other device, and including any action or omission of any such person’s spouse, children, parents, brothers, sisters, or other relatives, friends, or trustees.

Notwithstanding the foregoing, it shall not be a breach of the restrictive covenants contained in this Section 4.2(m) for any Owner to own less than one percent (1%) of the total outstanding shares of a publicly traded company.

Compliance with Laws. At all times during the last three (3) years, Company has complied and is in compliance with all applicable anti-corruption and anti-bribery laws. During the last three (3) years, no notice has been received by and no claim has been filed against Company or any Owner alleging a violation of any such laws. No Agent has been or is authorized by Company or any Owner to make or receive, and to the Knowledge of Company, no Agent has, at any time, directly or indirectly: (i) used any funds for unlawful contributions, gifts, services of value, gratuities, entertainment or other unlawful expenses; (ii) made any unlawful payment or offered, promised or authorized the payment of anything of value to any Governmental Official for the purpose of (x) influencing any act or decision of such Governmental Official in his or her official capacity, (y) inducing any such Governmental Official to do or omit to do any act in violation of the lawful duty of such Governmental Official, or (z) inducing such Governmental Official to use his or her influence improperly including with a Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to obtain, retain or direct or assist in obtaining, retaining or directing business to Company; (iii) made, offered, promised or authorized any other contribution, payment, gift, gratuity, entertainment or any other item or service of any value, in violation of law to any Governmental Official, including but not limited to, bribes, gratuities, kickbacks, lobbying expenditures, political contributions or contingent fee payments; (iv) violated any applicable money laundering or anti-terrorism law or regulation; or (v) otherwise taken any action which would cause Company or any Owner to be in violation of any anti-corruption or anti-bribery laws. Company not received any communication or other notice alleging that Owners or Company or any of its respective directors, officers, agents or employees, is, or may be, in violation of, or has, or may have, any liability under anti-corruption and anti-bribery laws. There are no current or pending, or to the Knowledge of Company, threatened actions, investigations, violations, settlements, civil or criminal enforcements actions, lawsuits or other court actions against or involving Owners or Company or its directors, managers, officers or employees, relating to, or resulting from, a violation or alleged violation of any anti-corruption and anti-bribery laws.  Company has not made, at any time, a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any anti-corruption and anti-bribery laws. There are no conditions or circumstances pertaining to Company’s activities that could reasonably be expected to give rise to any future claims, charges, investigations (including internal investigations), violations, settlements, civil or criminal actions, lawsuits or other court actions under any anti-corruption and anti-bribery laws. Company has established sufficient internal controls and procedures to ensure compliance with any anti-corruption and anti-bribery laws. As used in this Agreement, the term “Agents” means the principals, members, securityholders, agents, employees, officers, directors, managers, and Affiliates of Company.

Absence of Undisclosed Liabilities. Company does not have and will not have any Liability arising out of any transaction entered at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing, other than (a) Liabilities expressly reflected on the unaudited consolidated balance sheets and unaudited consolidated statements of operations of Company for the eight (8)-month period ended August 31, 2020 (the “Latest Balance Sheet” and such date, the “Latest Balance Sheet Date”), (b) Liabilities and obligations which have arisen after the Latest Balance Sheet Date in the ordinary course of business of Company (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, dilution, misappropriation, dilution, violation of law, or arising out of any Legal Proceeding), and (c) obligations under Contracts and commitments entered into in the ordinary course of business of Company consistent with past practice, including as to frequency and number (but not Liabilities for any breach of any such Contract or commitment).

Financial Statements. The Disclosure Schedules attached hereto as Exhibit III sets forth (i) the Latest Balance Sheet and (ii) the unaudited consolidated balance sheet of the Company as of [●], 2020, and the related statements of operations, cash flows and shareholders’ equity for the eight (8)-month and [●][(●)]-month periods then ended (together with the Latest Balance Sheet, the “Financial Statements”). The Financial Statements (including the notes thereto, if any) has been prepared from and is consistent with Company’s books and records (which books and records are accurate and complete in all material respects), presents fairly in all material respects the financial condition and results of operations and cash flows of Company as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (subject to normal year-end adjustments for recurring accruals (which shall not be material, individually or in the aggregate)).

Permits. Company owned or possesses all right, title and interest in and to and maintains in good standing all of the certificates of occupancy, permits, licenses, bonds, approvals, certificates, registrations, accreditations and other authorizations of any Governmental Authority in the jurisdictions in which Company operates (collectively, “Permits”), which Company represents and warrants collectively represent required to operate the Business as of Closing. Company has complied and is in compliance in all material respects with all Permits and no notices have been by received by Company since the date of the Latest Balance Sheet alleging the failure to hold any of the foregoing. No notice of violation or notice of forfeiture seeking to revoke, reconsider the grant of, cancel, suspend, modify or declare any of the Permits held by Company invalid is pending, in progress or, to the Knowledge of Company, threatened before any Governmental Authority.

Tax Matters.

Company has timely filed all Tax Returns which it is required to file under applicable laws, and all such Tax Returns are complete and correct in all material respects and have been prepared in compliance with all applicable laws.

Company has paid all Taxes due and owing by it (whether or not such Taxes are shown or required to be shown on a Tax Return) and has withheld and paid over to the appropriate taxing authority all Taxes which it is required to withhold from amounts paid or owing to any employee, independent contractor, member, equityholder, creditor, non-resident of Canada or other Person. Company has used reasonable diligence to confirm that, and to Company’s Knowledge, each Person who has received compensation for the performance of services on behalf of Company has been properly classified as an exempt or non-exempt employee or as an independent contractor of Company in accordance with applicable kaws.

There are no Encumbrances for Taxes (other than for Taxes not yet due and payable) upon any of the assets of Company.

Company has not waived any statute of limitations with respect to any Taxes or agreed to or been granted any extension of time for filing any Tax Return which has not been filed, and Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

No foreign, federal, state, provincial or local proceedings related to Tax are pending or being conducted with respect to Company.

Company has not received from any foreign, federal, state, provincial or local taxing authority (including jurisdictions where Company has not filed Tax Returns) any (A) notice indicating an intent to open an audit or other review, (B) request for information related to Tax matters, or (C) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Governmental Authority against Company.

No claim has ever been made by a taxing authority in a jurisdiction where Company does not file Tax Returns that Company is or may be subject to Taxes assessed by such jurisdiction.

Company is not a party to or bound by any Tax allocation or Tax sharing agreement.

The unpaid Taxes of Company (A) did not, as of the date of the Latest Balance Sheet, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Company in filing its Tax Returns. Since the date of the Latest Balance Sheet, Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP.

Company is not party to or bound by any tax sharing agreement, tax indemnity obligation in favor of any Person or similar agreement in favor of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Authority). Without limiting the generality of the foregoing, Company has not entered into an agreement contemplated in section 80.04 or 191.3, or subsection 18(2.3), 127(13) to (17), 127(20) or 125(3) of the ITA or any analogous provision of any comparable law of any province or territory of Canada.

There are no transactions or events that have resulted, and no circumstances existing, which could result in the application to Company of sections 80, 80.01, 80.02, 80.03, 80.04 of the ITA or any analogous provision of any comparable law of any province or territory of Canada.

Company has not incurred any deductible outlay or expense owing to a Person not dealing at arm’s length (for purposes of the ITA) with Company the amount of which would, in the absence of an agreement filed under paragraph 78(1)(b) of the ITA, be included in Company’s income for Canadian income tax purposes for any taxation year or fiscal period beginning on or after the Closing Date under paragraph 78(1)(a) of the ITA or any analogous provision of any comparable law of any province or territory of Canada.

Company has not acquired property from a Person not dealing at arm’s length (for purposes of the ITA) with it in circumstances that would result in Company becoming liable to pay Taxes of such Person under subsection 160(1) of the ITA or any analogous provision of any comparable law of any province or territory of Canada.

If it is determined that Company made an “excessive eligible dividend designation” (as defined in subsection 89(1) of the ITA), Owners’ Representative hereby agrees (or shall cause the recipient of the relevant dividend to agree) in the making of an election under subsection 185.1(2) of the ITA in respect of the full amount thereof, and such election shall be made by Company in the manner and within the time prescribed by subsections 185.1(2) and 185.1(3) of the ITA.

If it is determined that Company has made an election under subsection 83(2) of the ITA in respect of the full amount of any dividend payable by it on shares of any class of its share capital and the full amount of such dividend exceeded the amount of such corporation’s “capital dividend account” (as defined in the ITA) immediately before the dividend became payable, Owners’ Representative hereby agrees (or shall cause the recipient of the relevant dividend to agree) in the making of an election under subsection 184(3) of the ITA in respect of such dividend.

Operation of the Business.

During the period from the Effective Date until the earlier of the Closing and the termination of this Agreement in accordance with Section 7.1 (the “Interim Period” ), except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to in writing by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), Company will use its commercially reasonable efforts to conduct its business in the ordinary course of business; provided, that Company  may use available cash to pay any Company Expenses or Indebtedness. Without limiting the foregoing, during the Interim Period, except (i) as otherwise provided for in this Agreement (including the Disclosure Schedules), (ii) with the prior written consent by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), (iii) in the ordinary course of business of Company or (iv) where failure to do so would constitute a violation of applicable Law or breach of any Contract to which Company is a party as of the Effective Date that has been made available to Buyer, Company will not intentionally: (A) issue or sell any equity securities, securities convertible into equity securities or warrants, options or other rights to purchase equity securities of Company, (B) declare, set aside or make any payment or distribution of cash or other property to any of Company’s equityholders with respect to such equityholder’s equity securities or otherwise (other than any so called “tax distributions” or similar distributions), or purchase, redeem or otherwise acquire any equity securities of Company, (C) mortgage or pledge any portion of its properties or assets or subject any portion of its properties or assets to any Encumbrances, (D) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets or otherwise acquire any assets or business of, or acquire any equity interests in, or make any investment in, any Person, (E) sell, assign, lease, license or otherwise transfer any portion of its tangible assets, except for inventory or obsolete or worn assets in the ordinary course of business, (F) alter, through merger, liquidation, reorganization, restructuring, election or in any similar manner, its legal structure, ownership or classification for income Tax purposes, (G) incur, or modify in any respect the terms of, any Indebtedness other than in the ordinary course of business, (H) suffer any material damage, destruction or other casualty loss with respect to property owned by it in excess of $250,000 in the aggregate and not covered by insurance, (I) enter into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or competing anywhere in the world, (J) enter into any agreement or arrangement that requires Company to purchase all or substantially all of its requirements for a particular product or service from a specific vendor or supplier or to make periodic minimum purchases of a particular product or service from a specific vendor or supplier, (K) except as would be consistent with the ordinary course of business, allowed to lapse, terminated or materially amended or modified any Permit or any material terms thereof or (L) take any action that, if taken after the date of the Latest Balance Sheet, would be required to be disclosed on the Disclosure Schedules. Nothing in this Section 4.3(a) is intended to result in Company ceding control to Buyer of any of Company’s basic ordinary course of business and commercial decisions prior to the Closing Date.

Notwithstanding anything to the contrary contained herein, from and after the 75th day following the Closing, nothing in this Agreement shall limit Company’s ability to (i) recruit or hire Caregivers, (ii) market the Business, (iii) conduct annual reviews, (iv) provide incentive compensation in the ordinary course based on regularly prescribed schedules, (v) use commercially reasonable efforts to ensure that all Caregivers actively employed with Company are appropriately licensed to work by applicable Canadian, provincial, regional, and local governmental agencies and affiliated regulatory bodies; trained and current on their continuing education requirements; and eligible to work in Canada and Quebec; provided that any actions taken pursuant to this Section 4.3(b) that would violate Section 4.3(a) but for this Section 4.3(b) shall be taken only after consultation with Buyer.

Access to Information

. During the Interim Period, Company will grant to Buyer and its Agents reasonable access, during normal business hours and upon reasonable notice in a manner so as not to interfere with the normal business operations of Company, to the personnel, properties and books and records  of Company that are in the possession or under the control of Company; provided that (i) such access does not unreasonably interfere with the normal operations of Company, (ii) such access occurs in such a manner as Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (iii) nothing in this Agreement will require Company to provide access to, or to disclose any information to, Buyer or its Agents if such access or disclosure (A) would cause significant competitive harm to Company if the transactions contemplated by this Agreement are not consummated, (B) would result in the loss or waiver of any legal privilege or breach any duty of confidentiality owed to any Person or (C) would be in violation of any applicable Laws or the provisions of any Contract to which Company is a party. Other than as expressly provided in the preceding sentence, Buyer is not authorized to and will not (and will cause its Agents and Affiliates not to) contact any officer, director, employee, manager, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any of Company in connection with the transactions contemplated by this Agreement prior to the Closing without the prior written consent of Company. Buyer will, and will cause its respective Agents to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished pursuant to this Section 4.4.

Distribution of Cash; Cancellation of Accounts

. Notwithstanding anything in this Agreement to the contrary, prior to the Adjustment Calculation Time and so long as such cash and cash equivalents are not included in the Estimated Closing Statement, Owners will be entitled to receive from Company by way of dividends, distributions, return of capital or otherwise all cash and cash equivalents owned or held by or for the benefit of Company prior to and as of the Adjustment Calculation Time, and to use such cash and cash equivalents to pay or repay any liabilities of Company, provided that Company shall not pay any dividends (or take any action that would result in a deemed dividend for purposes of the Tax Act) that would cause Company to be liable for tax under Part VI.1 of the Income Tax Act (Canada) and the regulations thereunder, as amended (the “Tax Act”). Furthermore, Buyer acknowledges and agrees that, at or prior to the Adjustment Calculation Time, Company may cancel or forgive any receivable, note or other liability or obligation owing from any Owner to Company, that such cancellation or forgiveness will be without liability to Company or Owners (except for any income Tax liability that Owners may incur under applicable law as a result of such cancellation or forgiveness) and that all representations and warranties made hereunder will be made as though such receivable, note or other liability or obligation was never outstanding.

Tax Covenants.

In the case of any taxable period that includes (but does not end on) the Effective Date (a “Straddle Period”), the amount of any Taxes other than real and personal property Taxes (and similar Taxes imposed solely on a periodic basis) of Company for the portion of the Straddle Period which ends on the Effective Date shall be determined based on an interim closing of the books as of the close of business on the Effective Date, and the amount of real and personal property Taxes (and similar Taxes imposed solely on a periodic basis) of Company for the portion of the Straddle Period which ends on the Effective Date shall be deemed to be the amount of such Taxes for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Effective Date and the denominator of which is the number of days in such Straddle Period.

The Parties shall cooperate fully, as and to the extent reasonably requested by each other, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company and Owners agree to retain all books and records with respect to Tax matters pertinent to Company relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority.

All Tax sharing agreements or similar agreements with respect to or involving Company shall be terminated as of the Effective Date and, after the Effective Date, Company shall not be bound thereby or have any liability thereunder.

All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the Purchase/Sale Transaction shall be borne 50% by Buyer and 50% by Owners (unless the accrual of the same arises out of a breach of a Party’s representations, warranties, or covenants herein, in which case the breaching Party shall bear 100% of such Taxes, fees and charges), and the Party responsible for filing any Tax Return relating to transfer taxes shall file, or cause to be filed, all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Owners or Buyer (as applicable) shall join in the execution of any such Tax Returns and other documentation.

Employees

Company’s Employment-Related Representations, Warranties, and Covenants

. Company and each Owner represents, warrants, and covenants to Buyer as of the Effective Date and except as set forth in the Disclosure Schedules attached hereto as Exhibit III as follows:

Status; Compensation; Classification. Prior to the date hereof, Company has provided to Buyer a full list of all current employees, officers and directors of Company who are employed by Company. Company: (i) is in compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment of labor, including provisions thereof relating to wages, hours, employment standards, equal opportunity, immigration, human rights, accommodation, harassment, accessibility, equal pay for equal work, pay equity, fair labor standards, nondiscrimination, workers compensation, occupational health and safety, immigration status, meal and rest periods, worker classification and collective bargaining, in each case, with respect to employees; (ii) has withheld and reported in a timely manner all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth in the Disclosure Schedules attached hereto as Exhibit III, there are no pending claims or actions against Company under any worker’s compensation policy or long-term disability policy nor to Company’s Knowledge, there are no such claims or actions threatened against it. Each person whom Company has retained as an independent contractor qualifies or qualified as an independent contractor and not as an employee of Company under all applicable federal, provincial, state and local laws.

All employees are employees at will such that Company (as applicable) may lawfully terminate their employment at any time, with or without cause, without creating any cause of action against Company or otherwise giving rise to any liability of Company for wrongful or retaliatory discharge, breach of contract or tort or any other similar cause at law or in equity. Company does not have any unsatisfied liability to any previously terminated employees. Company has provided copies of all written employee handbooks, policies, programs and similar arrangements of Company to Buyer, and has disclosed any of the foregoing that are not written. Company has never paid or promised to pay employees for or with respect to accrued sick days upon termination of employment.

Within the last three (3) years, Company has not experienced any strike, picketing, boycott, work stoppage, slowdown or other labor dispute or any union organizing activity, nor, to the Knowledge of Company, is any such event or any organizing effort threatened against them. Except as set forth on Disclosure Schedules attached hereto as Exhibit III, there are no actions, suits, claims, labor disputes or grievances pending relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, nor to the Knowledge of Company, are any such claims or actions threatened against Company. [Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act.] Company is not a party to, or bound by, any collective bargaining agreement or union contract with respect to employees, and no collective bargaining agreement is being negotiated by Company. [No petition has been filed with the National Labor Relations Board or other comparable state or local Governmental Authority seeking union representation, and no labor representation organization effort exists nor has there been any such activity within the past three years.] All current assessments under the Workplace Safety and Insurance Act, 1997 (Ontario) that relate to Company have been paid or accrued, and Company has not been subject to any specialty or penalty assessment under such legislation which has not been paid.

The Disclosure Schedules attached hereto as Exhibit III sets forth a complete and correct list of all “written or oral employee benefit”, welfare, supplemental unemployment benefit, severance, incentive or bonus, deferred compensation, change of control, retention, profit sharing, retirement, welfare, vacation, unit purchase, unit option or other equity incentive plan, program or arrangement, and all other employee benefit plans, programs or arrangements of any kind that are maintained, sponsored or contributed to or required to be contributed to by Company, or with respect to which Company has any liability or potential liability, other than statutory benefit plans which Company is required to participate in or comply with, including the Canada Pension Plan (each, an “Employee Benefit Plan”). With respect to each Employee Benefit Plan, Company has made available to Buyer complete and correct copies of the plan text, employee booklets, personnel manuals, and all related trust agreements, insurance contracts, and other funding arrangements.

Each Employee Benefit Plan (and each related trust, insurance contract or fund) has been established and maintained, in form and operation, funded and administered in all material respects in accordance with its terms and all applicable laws. With respect to each Employee Benefit Plan, all premiums, contributions or other payments that are due and payable have been made on a timely basis and in accordance in all material respects with all applicable laws and the terms of each Employee Benefit Plan and all premiums, contributions and other payments for any period ending on or before the Closing Date that are not yet due and payable will have been made or properly accrued in accordance with GAAP.

NeitherCompany nor any other Person maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability or potential liability under or with respect to (A) any Employee Benefit Plan with a “defined benefit provision” as that term is defined in subsection 147.1(1) of the ITA, (B) any “registered pension plan” as that term is defined in subsection 248(1) of the ITA, (C) any “multiemployer pension plan” as that term is defined in subsection 1(1) of the Pension Benefits Act (Ontario) or an equivalent plan under pension standards legislation of another applicable Canadian jurisdiction and any “multi-employer plan” as that term is defined in subsection 8500(1) of the Income Tax Regulations (Canada), or (D) any benefit plan, program or arrangement that provides for post-retirement or post-termination medical, life insurance or other welfare-type benefits. Except for accrued liabilities reflected on the liabilities side of the Latest Balance Sheet in an amount consistent with past practices, no unfunded liability exists with respect to any Employee Benefit Plan. There do not exist any proceedings pending or threatened in writing or, to the Company’s Knowledge, otherwise (other than routine undisputed claims for benefits) with respect to any Employee Benefit Plan.

The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute an event under any Employee Benefit Plan that will or may result in payment (whether of severance pay or otherwise), acceleration of the time of the payment or vesting of, or increase the amount of, trigger any funding of, or result in the forfeiture of compensation or benefits under any Employee Benefit Plan.

All data necessary to administer each Employee Benefit Plan is in the possession of Company or its Agents and is in a form which is sufficient for the proper administration of the Employee Benefit Plan in accordance with its terms and all applicable laws and such data is true and correct.

There exists no liability in connection with any former benefit plan relating to Company’s employees or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been properly followed in accordance with the terms of such former benefit plan and all applicable laws.

Licensing. All Caregivers are duly licensed in the state in which he/she works to provide the services which they have rendered for Company and the Clients. All Caregivers are current on any continuing education requirements and/or annual/periodic trainings required to remain compliant. All Caregivers and other persons employed by or contracting with Company and providing home care services on behalf of Company have fully completed his/her licensing as a home care service provider. All Caregivers employed by or contracting with Company in the three (3)-month period preceding the Effective Date:

have complete employment records, which Buyer was given the chance to review during the due diligence period;

are eligible to work in Canada;

are licensed by the [●]; and

has provided a valid [●].

Any Caregiver not fulfilling all of the criteria in subsections 5.1(j)(i)-(iv) above is listed in Exhibit I. For each Caregiver who does not fulfill all of the criteria in subsections 5.1(j)(i)-(iv) above and that is not listed in Exhibit I, if there was no Five Hundred Dollar ($500) deduction made from the Purchase Price, then Owners, collectively, shall pay Buyer such amount within thirty (30) days after Closing.

Records; Disclosure. Company has copies of all applications and notes relating to the hiring of Caregivers, employees and contractors, including background checks, licensing checks, and personnel information, and other information required to be maintained in accordance with applicable law and are complete and accurate in all material respects. Company has provided Buyer with true and correct copies of the same prior to the Effective Date.

No Transaction Bonuses. No change of control, transaction, sale or similar bonuses are due and payable in connection with the Purchase/Sale Transaction by Company or any Owner.

Miscellaneous. Company is not a party to or bound by any collective bargaining agreement, and no union or association of employees has been certified or recognized as the collective bargaining representative of any employees or has attempted to engage in negotiations regarding terms and conditions of employment. Company has not been subject to a strike, involuntary slowdown or other involuntary work stoppage during the three (3)-year period preceding the Effective Date, nor is any of the same currently threatened. To Company’s Knowledge, there are no unfair labor practice charge, work stoppage, picketing, or other such activity relating to labor matters, nor is any of the same currently threatened. [Company is in compliance with all applicable requirements of the Immigration Reform and Control Act, and have in their files properly completed copies of Form I-9 for all current employees and for all former employees for whom they are required to maintain such records.] Company does not have any workers’ compensation Liabilities with respect to employees that are not covered by insurance.

Insurance

. Prior to the Closing, Company shall obtain, maintain and fully pay for itself one or more non-cancellable “tail” insurance policies, including without limitation, errors and omissions, employment practices liability and directors’ and officers’ liability insurance policies, reasonably satisfactory to Buyer naming all Persons who were officers, directors, managers, employees, fiduciaries or agents of Company at or prior to the Closing as direct beneficiaries with a claims periods of at least twenty-four (24) months following the Closing Date from an insurance carrier with the same or better credit rating as Company’s current insurance carrier and with substantially equivalent coverage and amounts as, and containing terms no less favorable, in the aggregate, to the former officers and directors of Company than Company’s errors and omissions, employment practices liability and directors’ and officers’ liability insurance in effect prior to its obtaining such policies; provided that in the event that any claim is brought under any such policy prior to the twenty-four (24) month anniversary of the Closing Date, such directors’ and officers’ liability insurance policy will be maintained until final disposition thereof. Buyer will not, and will cause Company not to, cancel or change such insurance policies in any respect.

Excluded Liabilities

.  For the avoidance of doubt, the term, “Excluded Liabilities” includes (without limitation) any and all employee- and employment-related Liabilities, including for salary, bonus, severance, vacation, paid time off, sick leave, commissions, bonuses, or other compensation, and/or relating to any pension, profit sharing, multiemployer, welfare benefit, savings, thrift, medical benefit, death benefit, disability, stock purchase, stock option, phantom stock, deferred compensation, non-qualified, or other fringe or employee benefit plan, policy or arrangement. Company represents and warrants that the actions contemplated in this ARTICLE V, in conjunction with any prior layoff(s) by Company and its subsidiaries, will not result in any Liability to Buyer in the event that any claim is brought under any such policy.

Breach; Remedies; Indemnification

Remedies

.

Cumulative Remedies. The rights and remedies of the Parties are cumulative and not alternative, except as otherwise expressly provided for herein.

Specific Performance. Each Owner acknowledges that the Purchase/Sale Transaction contemplated by this Agreement is unique and there is no adequate remedy at law if any Owner should fail to perform any of their obligations hereunder, or in the event of any breach of any term, condition, warranty, covenant, or agreement contained in this Agreement by any Owner and therefore Buyer shall have the right to obtain specific performance of each Owner’s obligations. Nothing contained herein shall preclude Buyer at its election from seeking any other remedy available to it at law or in equity, in Buyer’s sole and absolute judgment and discretion, including without limitation, monetary damages.

No Other Liability

. No Buyer Party (other than Buyer) shall have any direct or indirect liability with respect to this Agreement or the Purchase/Sale Transaction, nor shall the property of the same be subject to attachment, levy, execution or other judicial process in any legal proceeding arising with respect thereto.

Indemnity Obligation

. Each Owner (ratably based on such Owner’s Owner Percentage) shall indemnify, defend, and hold harmless Buyer, its Affiliates and its and their principals, members, securityholders, agents, employees, officers, directors, and managers, and its and their heirs, successors and assigns, in their individual and representative capacities (collectively, the “Buyer Parties”), with respect to any and all Liabilities and Legal Proceedings arising out of, relating to, or in connection with:  any breach of or inaccuracy in any representation or warranty made by Company or any Owner in  this Agreement,  in any transfer instrument referred to herein, or  any other certificate, document, writing or instrument delivered by Company, Owners’ Representative or any Owner pursuant to this Agreement;  any breach or non-fulfillment of any covenant, agreement, or obligation of Company or any Owner in this Agreement or in any other certificate, document, writing or instrument delivered by Company, Owners’ Representative or any Owner pursuant to this Agreement;  the Excluded Liabilities (including without limitation any Liabilities which a third party creditor may seek to collect from Buyer);  all Pre-Closing Taxes;  Company Transaction Expenses, to the extent not taken into account in determining the final Purchase Price;  Indebtedness  (vii) the Assumed Contracts (with respect to pre-Closing matters);  relationships formed by Company with third parties prior to the Closing;  Company’s relationships with Caregivers, employees, or independent contractors prior to the Closing; and  any breach of this Agreement by Company or any Owner. For the avoidance of doubt, if the indemnity in the preceding sentence covers an act or event “prior to the Closing,” then indemnification is still required even if the Liability arises, or the claim commenced, on or after the Closing, if the underlying act or event (including a policy or procedure of Company) triggering the Liability existed, arose or occurred prior to the Closing. The indemnity obligations of Owners pursuant to this Section 6.3 are on a several, but not joint, basis (ratably based on each Owner’s Owner Percentage of any applicable Liabilities). In the event that Owners fail to pay any amount to Buyer that is owed to any Buyer Party pursuant to this Section 6.3 within ten (10) days of the final resolution of the underlying claim for indemnification, Buyer may deduct such amount from the Holdback Amount, up to the full amount thereof; provided that any such deduction will not relieve or otherwise affect Owners’ obligations to pay immediately any amount due to Buyer pursuant to this Section 6.3 except to the extent and only when the amounts deducted are, at the time payment is owed to Buyer pursuant to this Section 6.3, also due from Buyer to Owners’ Representative as all or any portion of the Holdback Amount.

Limitations on Indemnity Obligation.

Notwithstanding anything to the contrary contained in this Agreement, Owners shall not be required to pay any amount to the Buyer Parties for breaches of representations and warranties under Section 6.3(i)(a) (excluding breaches of Fundamental Representations and actions for fraud, willful breach or intentional misconduct) unless and until the total amount of Liabilities to the Buyer Parties, determined to arise thereunder exceeds, in the aggregate, Twenty Five Thousand Dollars ($25,000.00) (the “Threshold”) (at which point Owners will be obligated to indemnify the Buyer Parties from and against all such Liabilities, including the amount of the Threshold); provided that the Threshold shall not apply to Liabilities incurred in connection with or arising from a breach of a Fundamental Representation or actions for fraud, willful breach or intentional misconduct; provided further that the aggregate amount that Owners shall be required to pay to the Buyer Parties (x) for breaches of representations and warranties under Section 6.3(i)(a) (excluding breaches of Fundamental Representations and actions for fraud, willful breach or intentional misconduct) shall not exceed an amount equal to Five Hundred Thousand Dollars ($500,000.00) and (y) for all indemnity obligations under Section 6.3 shall not exceed an amount equal to the Purchase Price.

Notwithstanding anything to the contrary in this Agreement, for the purposes of determining the amount of Liabilities arising therefrom, each representation and warranty contemplated by Section 6.3(i), other than Section 4.2(k),  shall be read without regard and without giving effect to the terms or phrases “material,” “in all material respects,” “Threatened Material Adverse Change,” or similar words or phrases contained in such representation or warranty (as if such words or phrases were deleted from such representation and warranty).

The Parties agree that where one and the same facts qualify under more than one provision entitling a Buyer Party to a claim or remedy under this Agreement, such provisions shall have independent effect and such Buyer Party shall be entitled to recover under any or all such provisions, but for the avoidance of doubt, such Buyer Party shall not be entitled to duplicate recoveries of the exact same Liabilities.

In calculating the amount of any Liabilities, any amounts actually received by a Buyer Party with respect to such Liabilities from any insurance provider shall be deducted (net of costs and expenses (including direct collection expenses and any retention amounts or increases in premiums) incurred by such Buyer Party in connection with securing or obtaining such amounts).  Each Buyer Party shall use commercially reasonable efforts to file a claim under applicable insurance policies (other than self-insurance policies); provided that other than using commercially reasonable efforts to file a claim for covered Liabilities, such Buyer Party shall not be required to pursue collection or recovery of any amounts from an insurer whether by litigation or otherwise. If a Buyer Party actually receives any insurance payment in connection with any claim for Liabilities for which it has already received payment under this ARTICLE VI, it shall pay to Owners’ Representative (for the benefit of and to be payable to Owners pro rata based on each Owner’s Owner Percentage), within thirty (30) days after such payment is actually received, an amount equal to the amount of such insurance payment actually received (net of costs and expenses (including direct collection expenses and any retention amounts or increases in premiums) incurred by such Buyer Party in connection with securing or obtaining such amount).

Notwithstanding anything in this Agreement to the contrary (including any statements of non-reliance or other disclaimers), nothing in this Agreement (or elsewhere) shall limit or restrict any Buyer Party’s rights to maintain or recover any amounts in connection with any action or claim based upon fraud, willful breach or intentional misconduct in connection with this Agreement or the transactions contemplated by this Agreement.

Indemnity Procedures

. Buyer shall provide Owners’ Representative with notice of any indemnity claim with reasonable promptness. Owners, at their joint election, shall have the right of defense in such third-party proceedings, by counsel of their own choosing (subject to the approval of Buyer, which shall not be unreasonably withheld), at Owners’ sole expense. Buyer shall cooperate with Owners in any such defense, including, without limitation, by making available to Owners pertinent information under Buyer’s or Company’s control. If Owners’ Representative does not notify Buyer within ten (10) Business Days of a potential Legal Proceeding that Owners will defend the Legal Proceeding, or should Owners fail to file any answer or other pleading at least five (5) Business Days before the same is due, Buyer or Company may defend or settle such Legal Proceeding at Owners’ sole cost and expense in such manner as Buyer deems appropriate, in its sole but reasonable discretion. In the case of settlement, Buyer shall provide Owners’ Representative with five (5) Business Days prior notice of the settlement and Owners must consent to any such settlement (which consent shall not be unreasonably delayed). If Owners jointly elect to defend a claim, Buyer (at Buyer’s expense) may participate in such matter with counsel of Buyer’s own choosing. Notwithstanding anything herein to the contrary, Owners shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by Buyer in Buyer’s sole discretion) and shall pay the reasonable and documented fees and expenses of counsel retained by Buyer if (a) the claim for indemnification relates to or arises in connection with any criminal or Legal Proceeding or is with respect to taxes or involves any governmental or regulatory entity; (b) Buyer reasonably believes an adverse determination with respect to the Legal Proceeding giving rise to such claim for indemnification would be detrimental to or injure the Business’s, Company’s or Buyer’s reputation or future business prospects; (c) the claim seeks an injunction or equitable relief against Company or Buyer; (d) Company or Buyer has been advised by counsel that a reasonable likelihood exists of a conflict of interest between Owners and Buyer or Company; or (e) Owners failed or are failing to vigorously prosecute or defend, or does not assume the defense of, such Legal Proceeding. In this Agreement, a “Business Day” means a day except for a Saturday, Sunday, or a day when commercial banks in Canada are or are authorized to close.

Treatment of Indemnity Payments

.  All indemnity payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for tax purposes unless otherwise required by applicable law.

Termination

Termination by Mutual Written Consent

.  The Parties may agree to terminate the Agreement by the mutual written consent of Owners’ Representative and Buyer.  Where termination of this Agreement occurs pursuant to this Section 7.1, the Parties shall have no further liability or obligations to each other under this Agreement or with respect to this Agreement, except as expressly set forth in this Agreement.

Automatic Termination

.  This Agreement shall automatically terminate upon the occurrence of the following events prior to the Closing Date: (i) Company declares bankruptcy, is in receivership or makes an assignment for the benefit of creditors; or (ii) Company dissolves or ceases to operate its business.

Effect of Termination

.  In the event of the termination of this Agreement in accordance with this ARTICLE VII, this Agreement shall immediately become null and void and there shall be no further liability or obligation on the part of any Party under this Agreement or with respect to this Agreement, other than liability for intentional breach or willful misconduct by such Party prior to such termination; provided, that the provisions of this ARTICLE VII and ARTICLE VIII shall remain in full force and effect and survive any termination of this Agreement.

Company and Owners’ Remedies for Buyer’s Defaults or Breaches

. If on the date the Closing should occur, all conditions to Buyer’s obligations to close the Purchase/Sale Transaction in Section 3.3 have been satisfied or waived in accordance with this Agreement and there is a default or breach by Buyer of any provision of Section 3.2, then, in any such case, Company and Owners shall have the right to elect, notwithstanding anything to the contrary in this Agreement, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Buyer, or (ii) in its sole discretion, waive such default or breach and proceed to close the Purchase/Sale Transaction.

Buyer’s Remedies for Company or Owners’ Defaults or Breaches

. If on the date the Closing should occur, all conditions to Company and Owners’ obligations to close the Purchase/Sale Transaction in Section 3.2 have been satisfied or waived in accordance with this Agreement and there is a default or breach by Company or any Owner of any provision of Section 3.3, then, in any such case, Buyer shall have the right to elect, notwithstanding anything to the contrary in this Agreement, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Company and Owners, or (ii) in its sole discretion, waive such default or breach and proceed to close the Purchase/Sale Transaction.

Miscellaneous

Governing Law; Venue for Non-Arbitrable Dispute

.  Subject to the requirements of Section 7.2 with respect to Arbitrable Dispues, all disputes, controversies, claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, or the transactions contemplated by this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rules (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties agree that, subject to the requirements of Section 7.2 with respect to Arbitrable Disputes, jurisdiction and venue of any Legal Proceeding brought by any Party pursuant to this Agreement or the transactions contemplated hereby shall properly and exclusively lie in the state or federal courts of the State of Delaware, and any appellate court therefrom within the State of Delaware (or, if the state or federal courts of the State of Delaware decline to accept jurisdiction over a particular matter, any court within the State of Delaware). Each Party also agrees not to bring any Legal Proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby in any other court (other than  upon the appeal of any judgment, decision, or action of any such court located in Delaware or, as applicable, any federal appellate court that includes the State of Delaware within its jurisdiction or  to obtain a preliminary injunction, temporary restraining order or similar interim relief) and by executing and delivering this Agreement, each Party irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such Legal Proceeding. The Parties also irrevocably agree that venue with respect to such Legal Proceeding would be proper in such court, and hereby waive any objection that any such court is an improper or inconvenient forum for the resolution of such Legal Proceeding. THE PARTIES EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY LEGAL PROCEEDING, INCLUDING WITH RESPECT TO ANY ARBITRABLE DISPUTES, (I) ARISING UNDER OR RELATED TO THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.  THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH LEGAL PROCEEDING THAT IS NOT AN ARBITRABLE DISPUTE SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY , EACH ARBITRABLE DISPUTE SHALL BE DECIDED BY THE ARBITER PURSUANT TO Section 7.2, AND THAT THE PARTIES MAY FILE OR PROVIDE, APPLICABLE, AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT OR ARBITRATOR, AS APPLICABLE, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Arbitration

.

Except with respect to any Legal Proceeding arising out of, relating to, or in connection with Section 4.2(m) of this Agreement (for which the provisions of Section 7.1 shall apply), any other dispute, controversy, claim or cause of action that may be based upon, arise out of or relate to this Agreement, any breach or alleged breach of any provision of this Agreement, or the negotiation, execution or performance hereof, or the transactions contemplated by this Agreement (“Arbitrable Disputes”) shall be exclusively and confidentially resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”); provided that nothing in this Section 7.2 shall prohibit a Party from instituting litigation to enforce any Final Determination in any court of competent jurisdiction. Except as otherwise provided in the rules and procedures of AAA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of the laws of the State of Delaware.

Each Party agrees that Buyer may seek and obtain a temporary restraining order or preliminary injunction in any court of competent jurisdiction without complying with the procedures in this Section 7.2.  In addition, the Parties agree that any Final Determination, or any interim order entered by a court on Buyer’s motion for preliminary injunction or temporary restraining order, may be enforced in any court of competent jurisdiction.

If Owners’ Representative (on behalf of any Owner) or Buyer asserts that there exists an Arbitrable Dispute, then Owners’ Representative (on behalf of such Owner) or Buyer shall deliver to the other such Party a written notice setting forth such Arbitrable Dispute in reasonable detail and requesting a meeting to resolve the same. If no such resolution is reached within forty-five (45) days after such Party’s receipt of such notice, Owners’ Representative (on behalf of such Owner) or Buyer, as the case may be, may commence arbitration hereunder by delivering to Buyer a notice of arbitration (a “Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the San Francisco, California office of AAA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of the Arbitrable Dispute and the claims of such Owners and shall specify the amount sought to be recovered as a result of any alleged claim and any other matters required by the rules and procedures of AAA as in effect from time to time to be included therein, if any.

Within twenty (20) days after receipt of the Notice of Arbitration, Buyer and Owners’ Representative shall use commercially reasonable efforts to mutually agree on an independent arbitrator expert in the subject matter of the Arbitrable Dispute (the “Arbitrator”).  If Buyer and Owners’ Representative cannot agree on the identity of the Arbitrator, each of Buyer and Owners’ Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute. In the event that Buyer or Owners’ Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the independent arbitrator expert selected by the other Party.  If each of Buyer and Owners’ Representative select an independent arbitrator expert as set forth in the preceding sentence, then such experts shall select the Arbitrator who shall resolve the matter according to the procedures set forth in this Section 7.2.

The Arbitrator selected pursuant to Section 7.2(d) shall award to the prevailing Party, if any, the costs, fees and expenses (including attorneys’ fees and costs) incurred by the prevailing Party in connection with the arbitration of any Arbitrable Dispute and, if the Arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the Arbitrator may award the prevailing Party an appropriate percentage of the costs, fees and expenses (including attorneys’ fees and costs) incurred by the prevailing Party in connection with the arbitration of any Arbitrable Dispute.

The arbitration shall be conducted under the rules and procedures of AAA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the parties. The arbitration shall be conducted in Palo Alto, California. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration.  The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on the Parties and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by the Arbitrator or to correct manifest clerical errors. All facts and circumstances relating to such arbitration and Final Determination, including the existence of the Arbitrable Dispute and the ultimate resolution, shall be kept confidential in accordance with a confidentiality agreement containing customary terms to be agreed to by Buyer and Owners’ Representative.

Each Party hereby irrevocably consents to the service of process by registered mail or personal service.

If Buyer or Owners’ Representative (on behalf of Owners and pro rata based on each Owner’s Owner Percentage), as applicable, shall fail to pay the amount of any damages, if any, assessed against Buyer or Owners, as applicable, within ten (10) days after the delivery to Buyer or Owners’ Representative, as applicable, of such Final Determination, Buyer or Owners’ Representative (on behalf of Owners and pro rata based on each Owner’s Owner Percentage), as applicable, shall promptly reimburse Buyer or Owners’ Representative (for the benefit of and to be payable to Owners pro rata based on each Owner’s Owner Percentage), as applicable, for any and all costs, fees or expenses of any nature or kind whatsoever (including all attorneys’ fees and costs) incurred in seeking to collect such damages or to enforce any Final Determination.

Attorneys’ Fees

.

Settlement. The Parties agree to bear their respective attorneys’ fees and costs incurred in connection with the negotiation and drafting of this Agreement.

Enforcement. In any Legal Proceeding arising out of, relating to, or in connection with this Agreement (including to enforce the terms of this Agreement or to redress any violation of this Agreement), the prevailing Party shall be entitled to recover as damages its reasonable attorneys’ fees and costs incurred, whether or not such Legal Proceeding is reduced to judgment and whether or not a lawsuit is filed. The “prevailing Party” shall be the Party which was successful on the main issue(s), even if that Party did not prevail on all issues.

Notices

. Any and all notices, requests, demands and other communications required or permitted hereunder shall be in writing and be deemed to have been validly given or made only if (i) deposited in the mail, certified or registered, postage prepaid, return receipt requested, (ii) made by reputable overnight express courier, or (iii) when successfully served by email, with a mandatory copy also served under method (i) or (ii), provided, however, that if the email is received outside of normal business hours on a Business Day, it shall not be deemed delivered until the start of business on the next Business Day. Any notice or demand shall be addressed as follows:

A Party may change its address for receiving requests, demands and other communications as herein provided by a written notice given in the manner provided above, which notice of change of address shall not become effective against another Party until actual receipt by such Party.

Further Assurances

. The Parties agree to do any act or thing and execute any and all documents or instruments necessary or proper to effectuate the provisions and intent of this Agreement, at its own reasonable cost and expense, including without limitation seeking the consent, approval or authorization of any Governmental Authority or third party required to consummate the Purchase/Sale Transaction.

Timing

. Time is of the essence in this Agreement and all of the terms, covenants, conditions, and obligations herein.

Integration Clause

. This Agreement, the Assignment and Assumption Agreement attached hereto as Exhibit IV and other documents referenced herein and therein constitute the entire and exclusive agreement among the Parties pertaining to the subject matter contained herein, and supersedes all prior agreements, representations and understandings of the Parties (including, but not limited to, the LOI, which shall, effective as of the Effective Date, terminate and be of no further force or effect), whether written or oral, relating to such subject matter in any way.

Modifications; Waivers

. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the Parties. To the maximum extent permitted by applicable law: (i) no waiver shall apply unless executed in writing by the other Party or Parties, and any waiver that may be given by a Party will only be applicable to the specific instance for which it is given; (ii) neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege; and (iii) no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

Successors and Assigns

. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, successors and assigns. Except as expressly set forth herein, (i) nothing in this Agreement shall be construed to give any person other than the Parties (and their permitted successors and assigns) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, and (ii) this Agreement is for the sole and exclusive benefit of the Parties (and their permitted successors and assigns).

Owners’ Representative

. Each Owner hereby authorizes and appoints Owners’ Representative as his or her exclusive agent and true and lawful attorney-in-fact with full power and authority to take, on his or her behalf, all actions contemplated to be taken by Owners’ Representative (and all actions incidental thereto) for such Owner or otherwise pursuant to or under this Agreement and any amendments hereto, including such amendments and changes thereto as Owners’ Representative may deem necessary or appropriate to effect the purposes of this Agreement, and all such decisions, actions, consents and instructions of Owners’ Representative shall be binding on and enforceable against Owners and no Owner shall have any right to object, dissent, protest or otherwise contest the same, except in the case of fraud, willful breach or intentional misconduct by Owners’ Representative. Each of the Parties acknowledges and agrees that Owners’ Representative shall have no liability to, and shall not be liable for any Liabilities of, any Owner in connection with any obligations or actions of Owners’ Representative under this Agreement in its capacity as Owners’ Representative, except to the extent such Liabilities shall be proven to be the direct result of fraud, willful breach or intentional misconduct by Owners’ Representative in connection with the performance of his obligations hereunder. Each Owner agrees that, until the later of (i) the date on which the period for indemnification hereunder has expired pursuant to Section 8.12 and (ii) the date on which all indemnification claims made pursuant to ARTICLE VI have been settled and fully resolved, Owners’ Representative shall be entitled to act as such; provided that in the event and at a time while Owners’ Representative is entitled to act as such, Owners’ Representative appointed hereby shall no longer be able to act as, or desires not to be, Owners’ Representative for any reason, he will execute a power of attorney appointing a successor Owners’ Representative as his attorney-in-fact with the same authority and power as granted under this Section 8.10 (subject to the prior written approval of Buyer).

Severability

. If any Agreement term, or any application hereof, including without limitation a covenant set forth in Section 4.2(m), should be held by a court of competent jurisdiction to be invalid, then all terms and applications not held invalid shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby; provided that the invalidity of such term or application (after giving effect to the next sentence) does not materially impair the ability of the Parties to consummate the Purchase/Sale Transaction. In lieu of such invalid term or application, there shall be added to the Agreement a term or application that is valid and is as similar to such invalid term or application as possible. Regarding Section 4.2(m), a court of competent jurisdiction has “blue-pencil” authority (including to increase or decrease time periods or geographical scope).

Survival

. Except as set forth herein, all of the representations and warranties of Company and Owners (other than the Fundamental Representations) shall survive for a period of eighteen (18) months after the Effective Date; provided that (i) the Fundamental Representations of Company and Owners shall survive the Effective Date for an unlimited period of time (except to the extent expressly limited by any applicable statute of limitations, in which case only the affected representations and warranties shall survive for sixty (60) days after such applicable statute of limitations and after giving effect to any extensions or waivers thereof (it being the express intent of the Parties to extend the applicable statute of limitations under applicable law with respect to claims relating to a breach of or inaccuracy in any Fundamental Representation and the remedies hereunder with respect thereto for the maximum period permitted under applicable law, including 10 Del. C. 8106(c)) and (ii) representations and warranties which are the basis for actions or claims asserted under this Agreement prior to the expiration of such applicable time periods shall survive with respect to the applicable action or claim until the final resolution of such action or claim.  The limitations on survival set forth in this Section 8.12 shall not apply in the case of any action or claim based upon fraud, willful breach or intentional misconduct in connection with this Agreement or the transactions contemplated by this Agreement. The covenants and other agreements of the Parties contained in this Agreement shall survive the Effective Date and continue in full force and effect in accordance with their respective terms.

Parties’ Relationship

. The Parties hereto are not and shall not be deemed to be, by virtue of this Agreement and the Purchase/Sale Transaction, (i) partners to a partnership; (ii) joint venturers; (iii) affiliated entities; (iv) principal/agent; or (v) employer/employee.

Captions; Construction

. The captions of the sections and subsections are descriptive only and for convenience in reference and in no way whatsoever define, limit or describe the scope or intent of this Agreement, nor in any way affect this Agreement. Personal pronouns shall be construed as though of the gender and number required by the context, and the singular shall include the plural and vice versa, as may be required by the context. The terms herein shall be construed as a whole according to their fair meaning, and not strictly for or against any Party. The Parties acknowledge that each of them has reviewed and edited this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply.

Counterparts

. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall constitute one and the same Agreement. The Parties may execute counterparts and transmit them by e-mail or facsimile and agree and intend that a signature transmitted through the same shall bind the Party so signing with the same effect as an original.

[The remainder of this page is blank and the signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

List of Exhibits

EXHIBIT I

Caregivers Not Fully Licensed

(Section 5.1(j))

EXHIBIT II

Company Legal Proceedings (Current or Threatened)

(Section 5.1(a))

EXHIBIT III

Disclosure Schedules

EXHIBIT IV

Assignment and Assumption Agreement

EXHIBIT V

Schedule of Owners

EXHIBIT VI

HCAFranchise Corporation
Transfer Consent Agreement

THIS TRANSFER CONSENT AGREEMENT (this “Agreement”) is made and entered into on and as of the date it is signed by HCAFranchise Corporation, a Nevada corporation (“HCA”), and is by and between HCA; Home Care Assistance (Montreal) Inc., a Canadian corporation (“Franchisee”); Mr. Timothy Thomas, a natural person residing in Quebec, Canada, (“T. Thomas”), Mr. Timothy Thomas II, a natural person residing in Quebec, Canada, (“T. Thomas II”) and Mrs. Susan Thomas, a natural person residing in Quebec, Canada (jointly and severally with T. Thomas and T. Thomas II, “Owner”); and [●], a Canadian corporation (“Buyer”) (collectively, HCA, Franchisee, Owner, and Buyer are referred to as the “Parties”).

RECITALS:

A. 	HCA and Franchisee also previously entered into that certain Franchise Agreement dated [●] (the “Franchise Agreement”).

B.	Under the Franchise Agreement, HCA and Franchisee agreed that the Franchise Agreement would govern the Home Care Assistance™ business (the “Business”) operated at the Location (as defined in the Franchise Agreement).

C.	The Franchise Agreement provides as follows with respect to the transfer of the Franchise Agreement or any interest in the Franchise Agreement and/or Franchise:

a.	Section 21.4 states that neither the Franchise Agreement, the Business, the physical location of the Business, substantially all of Franchisee’s assets, nor any of the equity interests in Franchisee, may be assigned, transferred, shared, redeemed, or divided in any manner without the prior written consent of HCA.

b.	Section 21.4(a) through (l) of the Franchise Agreement set forth certain terms and conditions that must be complied with, or that HCA may require be complied with, before any Transfer may be made or become effective.

D.	HCA is in receipt of the Equity Purchase Agreement (the “Purchase Agreement”) between Franchisee and Owner, on the one hand, and Buyer on the other hand.

E.	Under the Purchase Agreement, Franchisee, Buyer, and Owner contemplate that Franchisee will Transfer to Buyer all of Franchisee’s rights, title and interest in and to the Franchise Agreement (the “Transferred Interest”).

F.	Buyer is an affiliate of HCA.

G.	No transfer fees will be imposed on the Franchisee or Owner.

H.	HCA has approved of Buyer as a new franchisee and is willing to consent to the above Transfer of the Transferred Interest, and the Parties desire that the Transfer be made in accordance with the following terms and conditions;

NOW, THEREFORE, in consideration of the mutual agreements, covenants and undertakings herein contained and other valuable consideration, the receipt and adequacy of which is acknowledged by all Parties, the Parties hereby agree as follows:

AGREEMENT

1.	Recitals and Definitions.  The above Recitals and sections of the Franchise Agreement referred to therein are incorporated into and made part of this Agreement. All capitalized terms in this Agreement not defined herein shall have the meanings given to them in the Franchise Agreement.

2.	Consent to Transfer.  HCA hereby consents to the Transfer of the Transferred Interest as described in the Recitals, conditioned upon Franchisee and Owner meeting all of the requirements, terms and conditions in this Agreement. These conditions include, but are not limited to:

A.	HCA’s receiving from Franchisee or Owner the payments stated in Section 3.

B.	Owner and Franchisee complying with the terms stated in this Agreement.

C.	Owner and Franchisee executing all the documents and exhibits referred to in this Agreement.

3.	Royalty Fees. Franchisee must ensure that Franchisee’s current electronic transfer account remains open, and that sufficient funds remain in the account, so that HCA is able to collect all royalty fees due from Franchisee through automated clearing house transfer (“ACH”) as stated in this Section 3. On February [●], 2021, the Parties will conduct a final accounting of royalty fees due from Franchisee to HCA. Specifically, HCA on that date will invoice and collect through ACH royalty fees on: (a) all payments received by Franchisee upon which Franchisee has not previously paid royalty fees to HCA; (b) and all of Franchisee’s accounts receivable, including all uncollected balances.

4.	Representation of Ownership. Franchisee and Owner represent to HCA that, as of the date of execution of this Agreement, Franchisee is solely and wholly owned by Owner.

5.	Conditions for Approval of Assignment.  Franchisee and Owner each represent and warrant that: (a) Franchisee is currently in compliance with the Franchise Agreement; and (b) Franchisee has paid HCA in full on all fees due and payable as of the date of this Agreement.

6.	Franchisee’s Surviving Obligations. Upon execution of this Agreement by the Parties, Franchisee’s obligations under the Franchise Agreement arising after the date of the Agreement will terminate, as will any liabilities arising from the operation of the Franchised Business after the Closing (as that term is defined in the Purchase Agreement). Notwithstanding the foregoing or anything in this Agreement, the Purchase Agreement or elsewhere to the contrary, Franchisee will, however, continue to be bound by the provisions of the Franchise Agreement  regarding: (1) Confidentiality (Section 14 of the Franchise Agreement); and (2) Lawsuits Against Franchisee; Indemnification (Section 23 of the Franchise Agreement) and Owner’s Personal Guarantee will continue in full force and effect as to: (a) Franchisee’s obligations of confidentiality and to not compete with HCA; and (b) those liabilities, expenses, or costs relating to the Franchised Business that arose (or that are based on events that occurred) prior to the date of this Agreement, regardless of whether those liabilities are specifically referred to in this Agreement.

7.	General Release by Franchisee and Owner. Each of Franchisee, Owner, and their principals, members, securityholders, agents, representatives, current or former employees, officers, contractors, directors, managers, partners, joint venturers, consultants, affiliates and professional advisors (the “Agents”), and the heirs, personal representatives and any spouses of each, as well as all other persons, firms, corporations, limited liability companies, associations or partnerships or other affiliated entities claiming by or through them (the “Releasing Entities”), hereby:

A.	Releases and forever discharges HCA and any affiliate, wholly owned or controlled corporation, subsidiary, successor or assign thereof, and each of their Agents (the “Released Entities”), from any and all Liabilities which each of the Releasing Entities may now have, or may hereafter claim to have or to have acquired against them of whatever source or origin, arising out of, relating to, or in connection with any and all transactions of any kind or character at any time prior to and including the date hereof, including generally any and all Legal Proceedings at law or in equity, those arising under the common law or state or federal statutes, rules or regulations such as, by way of example only, franchising, securities and anti-trust statutes, rules or regulations, in any way arising out of, relating to, or in connection with the Franchise Agreement and Franchisee and Owner’s relationship with HCA. Each of the Releasing Entities further promises never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any Legal Proceeding thereon against the Released Entities, or any of their affiliates, successors, assigns, parent corporation, or subsidiaries, or any of their Agents, estate, trustees or heirs, in any court or tribunal of the United States of America, any state thereof, or any other jurisdiction for any matter or claim arising before execution of this Agreement. In the event any of the Releasing Entities breaches any of the promises, covenants, or undertakings made herein by any act or omission, the breaching Releasing Entity shall pay, by way of indemnification, all costs and expenses of HCA and the Released Entities caused by the act or omission, including reasonable attorneys’ fees. In this Agreement, “Liabilities” means, collectively, all Legal Proceedings, losses, damages, debts, vendor obligations, costs, liens, expenses, penalties, fees, fines, deficiencies, obligations, duties, and other liabilities (including reasonable attorneys’ fees, experts’ fees, court costs, and other costs in investigating, defending or prosecuting any proceeding, and including any compensatory, incidental, consequential and lost profits damages), of any nature, kind or description, known or unknown, accrued or unaccrued, mature or immature, vested or contingent, liquidated or unliquidated, prior to the date here or not, or arising out of contract, tort, strict liability, misrepresentation, or violation of applicable law, and including any liability for taxes.

B.	Represents and warrants that no portion of any Legal Proceeding or Liability released hereby has been assigned or transferred by the Releasing Entity to any other party, firm, person or entity in any manner including, but not limited to, assignment or transfer by subrogation or by operation of law. In the event that any Legal Proceeding shall be made or instituted against any released party because of any such purported assignment, transfer or subrogation, the assigning or transferring Releasing Entity agrees to indemnify and hold such released party free and harmless from and against any such Legal Proceeding, including reasonable costs and attorneys’ fees incurred in connection therewith. It is further agreed that this indemnification and hold harmless agreement shall not require payment to such claimant as a condition precedent to recovery under this Agreement.

C.	Notwithstanding the foregoing, the Releasing Entities do not release or waive any claims against Buyer under the Purchase Agreement.

8.	Assignment.  This Agreement is fully transferable by HCA. Franchisee and Owner may not assign, convey, sell, delegate or otherwise transfer this Agreement or any right or duty hereunder without obtaining HCA’s prior written consent.

9.	Non-Solicitation; Confidentiality. While Franchisee and Owner understand that they have had such an obligation since Franchisee began its franchise arrangement with HCA, Franchisee and Owner agree that they will not disclose any of HCA’s confidential, secret, proprietary, or non-public information relating to HCA or Buyer, including without limitation (i) the existence and terms of this Agreement and (ii) all information, data, know-how, and documentation relating to the HCA or Buyer, whether in written, visual, or oral form, (iii) whether existing electronically, in hard copy, or in other media, and whether marked “confidential” or not or other confidential, proprietary or restricted information and will not make use of such trade secrets, customer data, confidential and proprietary system information or confidential or restricted information (collectively, “Confidential Information”) in any fashion at any time, including in any future employment. As set forth in Section 6 of this Agreement, Franchisee and Owner individually and jointly and severally explicitly and specifically re-affirms its, his, and their confidentiality and non-disclosure obligations under the Franchise Agreement. Franchisee and Owner recognize that their obligations to HCA are separate from, and in addition to, any similar obligations they have to Buyer under the Purchase Agreement.

A.	Need for this Agreement.  The Parties recognize that in the highly competitive business in which HCA and its affiliates and Franchisee are engaged, preservation of Confidential Information is crucial and personal contact is important in securing new franchisees and employees, and retaining the goodwill of present franchisees, employees, customers, and suppliers.  Personal contact is a valuable asset and is an integral part of protecting the business of HCA. Franchisee and Owner recognize that they have had substantial contact with HCA’s employees, customers, and suppliers and Confidential Information.  For that reason, Franchisee and Owner may be in a position to take for their benefit the Confidential Information and goodwill HCA has with its employees and Confidential Information now or in the future.  If Franchisee and Owner, after the Transfer of the Transferred Interest as provided in this Agreement, take advantage of such Confidential Information or goodwill for Franchisee’s and/or Owner’s own benefit, then the competitive advantage that HCA has created through its efforts and investment will be irreparably harmed.

B.	Non-Solicitation of Employees.  Owner and Franchisee each agree that for two (2) years after the date of this Agreement, each will not directly or indirectly: (a) induce, canvas, solicit, or request or advise any employees of HCA, the Business, or any subsidiary of HCA to accept employment with any person, firm, or business that competes with any business of HCA, the Business, or any subsidiary of HCA; or (b) induce, request, or advise any employee of HCA, the Business, or any subsidiary of HCA to terminate such employee’s relationship with HCA, the Business, or any subsidiary of HCA; or (c) disclose to any other person, firm, partnership, corporation or other entity, the names, addresses or telephone numbers of any of the employees of HCA, the Business, or any subsidiary of HCA, except as required by law.

C.	Non-Solicitation of Customers.  Owner and Franchisee each agree that for two (2) years after the date of this Agreement, each will not directly or indirectly: (a) induce, canvas, solicit, or request or advise any customers of HCA, the Business, or any subsidiary or affiliate of HCA to become customers of any person, firm, or business that competes with any business of HCA, the Business, or any subsidiary of HCA; or (b) induce, request or advise any customer of HCA, the Business, or any subsidiary or affiliate of HCA to terminate or decrease such customer’s relationship with HCA, the Business, or any subsidiary or affiliate of HCA; or (c) disclose to any other person, firm, partnership, corporation or other entity, the names, addresses or telephone numbers of any of the customers of HCA, the Business, or any subsidiary or affiliate of HCA, except as required by law.

D.	Confidential Information.  Owner and Franchisee each acknowledge that all written materials and documents containing Confidential Information, trade secrets or other confidential, proprietary or restricted information prepared by Franchisee and Owner, or coming into Franchisee’s or Owner’s possession, is and will forever remain the property of HCA. Franchisee or Owner have returned or will immediately (within 10 days of the date this Agreement is signed by HCA) return to HCA originals and all copies of all Confidential Information, including, without limitation, all documents such as Customer Information, manuals, work product, training modules, reports, maps, files, memoranda, and records which they received or prepared or helped to prepare in connection with the franchise arrangement with HCA and which Franchisee or Owner has in its possession or control.  Franchisee and Owner each represent that each has not retained and will not retain any copies, duplicates, reproductions or excerpts thereof.

E.	Breach.  The Parties hereby agree that each of the matters in this Section 9 are important, material, and confidential, and substantially affect the effective and successful conduct of the business of HCA and its reputation and goodwill.  Any breach of the terms of this Agreement is a material breach of this Agreement, which will result in substantial and irreparable injury to HCA, for which the breaching Party may be preliminarily and permanently enjoined and for which the breaching Party shall also pay to HCA all Liabilities which arise from the breach, together with interest, costs and HCA’s reasonable attorneys’ fees (through final unappealable judgment) to enforce this Agreement.  This Agreement does not limit any other remedies available to HCA at law, in equity, or under the Business Agreement.

F.	Tolling.  To ensure that HCA will receive the full benefit of this Agreement, the provisions of this Agreement will not run, for purposes of the prohibitions on any competition and solicitation, statute of limitations, or for laches, at any time that a Party is in any way in contravention to this Agreement.

10.	Franchisee’s Forwarding Contact Information. For a period of two (2) years after the Closing Date (as that term is defined in the Purchase Agreement), Franchisee and Owner will ensure at all times that HCA has current and up-to-date contact information for Franchisee and Owner, which must include, at a minimum, one physical address, one e-mail address, and one phone number. As of the date of this Agreement, the contact information for Franchisee and Owner is as follows:

11.	No Waiver. HCA may waive a provision of this Agreement only in writing executed by an authorized representative. No Party is entitled to rely upon any oral representations by any other Party as to a waiver of any provision of this Agreement.  No waiver by a Party of a breach by another Party of any provision of this Agreement shall operate or be construed as a waiver of any subsequent breach by the breaching Party.

12.	Binding Agreement.  This Agreement shall be binding upon the Parties’ heirs, successors, assigns, and legal representatives. This Agreement shall be enforceable by the successors and assigns of HCA, any person or entity which purchases substantially all of the assets of HCA, and any subsidiary, affiliate or operation division of HCA (including but not limited to Home Care Assistance, LLC).

13.	Headings.  The paragraph headings of this Agreement are not a substantive part of this Agreement and shall not limit or restrict this Agreement in any way.

14.	Governing Law; Venue for Disputes; Waiver of Jury Trail.  This Agreement, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, or the transactions contemplated by this Agreement, shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that jurisdiction and venue in any action, cause of action, claim, demand, litigation, proceeding, audit, inquiry or investigation (each a “Legal Proceeding”) brought by any Party pursuant to this Agreement or the transactions contemplated hereby shall properly and exclusively lie in the state or federal courts of the State of California, and any state appellate court therefrom within the State of California (or, if the state or federal courts of the State of California declines to accept jurisdiction over a particular matter, any state or federal court within the State of Nevada). Each Party also agrees not to bring any Legal Proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby in any other court (other than upon the appeal of any judgment, decision, or action of any such court located in California or, as applicable, any federal appellate court that includes the State of California within its jurisdiction). By execution and delivery of this Agreement, each Party irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such Legal Proceeding. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that any such court is an improper or inconvenient forum for the resolution of such Legal Proceeding. THE PARTIES EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY LEGAL PROCEEDING (I) ARISING UNDER OR RELATED TO THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH LEGAL PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

15.	Severability and Reformation.  In case any one or more of the provisions or restrictions contained in this Agreement, or any part thereof, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions or restrictions of this Agreement.  In case any one or more of the provisions or restrictions contained in this Agreement shall, for any reason, be held to be unreasonable, improper, overbroad or unenforceable in any manner, it is agreed that they are divisible and separable and should be valid and enforceable to the extent allowed by law.  The intention of the Parties is that HCA will be given the broadest protection allowed by law with respect to this Agreement.

16.	Entire Agreement.  This Agreement, the Franchise Agreement, the Purchase Agreement, the schedules and exhibits thereto and any documents incorporated by reference therein, contain the entire understanding and agreement of the Parties concerning the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions with respect to the subject matter hereof, whether oral or written. Except as provided herein, Franchisee and Owner acknowledge and agree that there are no warranties, representations, statements, promises or inducements, express or implied, or collateral, whether oral or written, about this Agreement by Franchisee or its officers, directors, shareholders, employees or agents that are contrary to the terms of this Agreement or the documents referred to herein. No amendment or other modification to this Agreement shall be valid or binding upon the Parties unless the same is in writing.

17.	Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall constitute one and the same Agreement.  The Parties may execute counterparts and transmit them by e-mail or facsimile and agree and intend that a signature transmitted through the same shall bind the Party so signing with the same effect as an original.

18.	Opportunity to Seek Independent Advice.  The undersigned recognize that this Agreement is an important document that affects their legal rights.  For this reason, the Parties may wish to seek independent legal advice before accepting the terms stated herein.  The Parties acknowledge that they have had an opportunity to seek such independent legal advice.  They acknowledge that they have read and understand the provisions contained herein and acknowledge receipt of a copy of this Agreement.

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IN WITNESS WHEREOF, the Parties hereto affix their signatures and execute this Agreement as of the day and year first above written.

EXHIBIT VII

Reference Balance Sheet

did hire legal counsel: | had the opportunity to, but did not, hire legal counsel:

Initials: | Owner: ________________ | Owner: ________________

Owner: ________________

If to Buyer: | If to Buyer: | Address: | Address: | [●]
c/o Home Care Assistance, LLC
221 Main St #520
San Francisco CA 94105

Attention: | Attention: | [●]

Email: | Email: | [●]

with a mandatory copy to: | with a mandatory copy to: | Attention: | Attention: | Nina Kani, General Counsel

Email: | Email: | nkani@homecareassistance.com

If to Company: | If to Company: | Address: | Address: | [●]

Attention: | Attention: | [●]

Email: | Email: | [●]

with a mandatory copy to: | with a mandatory copy to: | Attention: | Attention: | [●]

Email: | Email: | [●]

If to Owners’ Representative: | If to Owners’ Representative: | Address: | Address: | [●]

Attention: | Attention: | [●]

Email: | Email: | [●]

with a mandatory copy to: | Address: | Address: | [●] | [●]

Attention: | Attention: | [●] | [●]

Email: | Email: | [●] | [●]

BUYER

[●], a Canadian corporation



By:	_____________________________
Name:	
Title:

COMPANY

Home Care Assistance (Montreal) Inc., a Canadian corporation



By:	_____________________________
Name: 
Title:

OWNER

Timothy Thomas, a natural person residing in Quebec, Canada



By:	_____________________________
Name:	Timothy Thomas

OWNER

Timothy Thomas II, a natural person residing in Quebec, Canada



By:	_____________________________
Name:	Timothy Thomas II

OWNER

Susan Thomas, a natural person residing in Quebec, Canada



By:	_____________________________
Name:	Susan Thomas

Exhibit I | Caregivers Not Fully Licensed

Exhibit II | Company Legal Proceedings (Current or Threatened)

Exhibit III | Disclosure Schedules

Exhibit IV | Assignment and Assumption Agreement

Exhibit V | Schedule of Owners

Exhibit VI | HCAFranchise Corporation Transfer Consent Agreement

Exhibit VII | Reference Balance Sheet

Owner | Number of Common Shares Held | Owner Percentage | Number of Class B Shares Held | Owner Percentage | Number of Class E Shares Held | Owner Percentage

Timothy Thomas | 100 | 50% | 10 | 100% | 865,000 | 50%

Timothy Thomas II | 100 | 50% | — | —% | — | —%

Susan Thomas | — | —% | — | —% | 865,000 | 50%

TOTAL | 200 | 100.00% | 10 | 100% | 1,730,000 | 100%

For Franchisee: | For Owner:

[●]
[●]
[●]
Attention: [●]
Email: [●] | [●]
[●]
[●]
Attention: [●]
Email: [●]

FRANCHISOR:

HCAFRANCHISE Corporation,
a Nevada corporation | BUYER:

[●], a Canadian corporation

By:	_____________________________
Name:	_____________________________
Title:	_____________________________
Date:	__________________, 2020 | By:	_____________________________
Name:	_____________________________
Title:	_____________________________
Date:	__________________, 2020

franchisee: | OWNERS:

Home Care Assistance (Montreal) Inc.,
a Canadian corporation


By:	_____________________________
Name:	_____________________________
Title:	_____________________________
Date:	__________________, 2020 | _________________________________
Timothy Thomas,
a natural person residing in Quebec, Canada
Date:	__________________, 2020

___________________________________
Timothy Thomas II,
a natural person residing in Quebec, Canada
Date:	__________________, 2020

___________________________________
Susan Thomas,
a natural person residing in Quebec, Canada
Date:	__________________, 2020