2021-01-24_tthomas_Company Closing Certificate - Montreal (Execution)_(73884631_1).DOCX

HOME CARE ASSISTANCE (MONTREAL) INC.

CLOSING CERTIFICATE

January 25, 2021

This certificate is made and delivered by Home Care Assistance (Montreal) Inc., a Canadian corporation (the “Company”), pursuant to Section 3.2(a)(vii) of that certain EQUITY PURCHASE AGREEMENT made and entered into as of January 13, 2021 (the “Agreement”), by and among (i) HCA Home Care Assistance Canada Inc., a Canadian corporation (“Buyer”); (ii) the Company; (iii) Mr. Timothy Thomas, Mr. Timothy Thomas II, and Mrs. Susan Thomas (collectively, “Owners”) and (iv) Mr. Timothy Thomas, solely in his capacity as the representative of Owners as set forth in this Agreement. Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Agreement.

The undersigned, Timothy Thomas, in his capacity as the President of the Company, and not in his individual capacity, does hereby certify to Buyer on behalf of the Company and each Owner as follows as of the date first set forth above:

The conditions set forth in Section 3.2 of the Agreement have been satisfied.

All representations and warranties of the Company and each Owner contained in ARTICLE IV and ARTICLE V of the Agreement are true and correct in all material respects on the date hereof.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, has executed this certificate as of the date first written above.