--000000000000defe7405b71050b7 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Thanks, hope you both have a restful holiday with Roma and the family. On Tue, Dec 22, 2020 at 11:13 AM Timothy Thomas wrote: > Thank you Lucas, it sounds like we're getting close. We'll review this an= d > get back to you early next week. > > Speak to you soon, > Timothy > > On Tue, Dec 22, 2020 at 6:52 AM Lucas Motro > wrote: > >> Tim, Timothy, >> >> See attached. On the business points, we were able to be especially >> favorable to you given that you have been flexible with us on deal timin= g, >> as discussed, and that you have been great to work with. :) >> >> For the working capital, we think that with the business trajectory $650= k >> would be reasonable, but we went with $600k to avoid a debate over minor >> working capital items and to give you the benefit of the error. >> >> On the holdback, our LOI laid out an agreed-to cliff holdback at $185k, >> but we revised it such that the following is paid for the holdback: 0% i= s >> paid at 160k, 100% is paid at 180k, and 0-100% is paid on a straight lin= e >> basis between 160-180k. We are confident that over the six months follow= ing >> close and with some growth that you can achieve an average weekly revenu= e >> of 180k. >> >> The remaining items were handled by legal, as anticipated. We did have >> Canadian counsel give it an additional review for anything missing from = a >> Quebec / Canadian perspective on our end. It looks like they added more >> than they really did; we are told that their revisions are generally jus= t >> around taxes, employees, privacy, and compliance with local laws and sho= uld >> be uncontroversial. >> >> The only other potentially material item was that we reduced the >> geography of the acquisition non-compete from Canada to Quebec, but that >> was favorable to you, and added some clarity around the service to make >> sure that it is enforceable under Canadian law. >> >> Let us know if any questions - otherwise, hopefully we are all getting >> close to an agreement that is execution ready. Matt and I will be off an= d >> on during this week but feel free to send an email through at any time. >> >> Cheers, >> Lucas >> >> On Fri, Dec 18, 2020 at 1:46 PM Tim Thomas > tthomas@homecareassistance.com> wrote: >> >>> Thanks Lucas. >>> >>> Tim Thomas >>> Soins =C3=A0 Domicile / Home Care Assistance >>> 514 907 5065 >>> >>> On Dec 18, 2020, at 12:58 PM, Lucas Motro >>> wrote: >>> >>> =EF=BB=BF >>> Hi Tim, Timothy, >>> >>> We have your SPA back. Given that we are getting close here, our >>> attorneys thought it would make sense to have our Canadian counsel (Mic= hael >>> McIsaac, BDO) take one high-level pass to ensure that we are not missin= g >>> anything on our end from a Canadian perspective. He should have that ba= ck >>> and I can plan to send to you Monday. >>> >>> Separately, I will send a non-SPA related email or two as we start >>> planning for