Re: SPA

From
Lucas Motro <lmotro@homecareassistance.com>
To
Timothy Thomas <tt@homecareassistance.com>
CC
Matt Neal <mneal@homecareassistance.com>, Tim Thomas <tthomas@homecareassistance.com>
Date
Tue, 12 Jan 2021 00:00:54 -0500
Folder
INBOX
--000000000000336d8105b8ace923 Content-Type: multipart/alternative; boundary="000000000000336d7e05b8ace921" --000000000000336d7e05b8ace921 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim, Timothy, See attached for the SPA. We should basically be to an execution copy. Also, see below commentary from the attorneys with items for you to fill in. You can ignore the blank table rows. They asked me to specify the three vehicles and photocopier lease amount but you can just fill it in. If you guys need anything in the exhibits (e.g., legal proceeds, caregivers not appropriately credentialed), feel free to fill it out now, otherwise we look like we are in good shape. We can talk about signing timing and close timing tomorrow and then fill in those dates. Exchange rate as well. Chat tomorrow. Best, Lucas 1. Please let us know the relevant information to complete the following brackets: In Definition of "Indebtedness," Definition of =E2=80=9CIndebtedness=E2=80=9D =E2=80=9C=E2=80=A6(vii) all capital leases (other than any capital leases r= elated to three vehicles and photocopiers used in the ordinary course of business in an amount not to exceed *$[**=E2=97=8F**]*)=E2=80=9D 2. We also note there are a number of open brackets that require completion by the Owners: a. Preamble Identify of Owners=E2=80=99 Representative b. Section 4.2(r)(xxvii) Canadian Excise Tax Act registration information c. Section XX Notice Information d. Exhibit VI Date of Franchise Agreement e. Exhibit VI Contact Information Please see below for one additional location where they=E2=80=99ll have to = complete the bracket for the franchise agreement. a. Definitions Date of Franchise Agreement Lastly, please note we have also kept the representation in Section 4.2(p). Please let them know that we do not agree that the =E2=80=9Cfairly presents=E2=80=9D representation cannot be made - since the representation = is being made by the Company and not auditors, the standard of CPA review is not relevant to what the company can represent. On Mon, Jan 11, 2021 at 1:12 PM Lucas Motro wrote: > Great, thanks. > > On Mon, Jan 11, 2021 at 1:10 PM Timothy Thomas > wrote: > >> Yes, that is correct. >> >> On Mon, Jan 11, 2021 at 1:05 PM Lucas Motro > lmotro@homecareassistance.com> wrote: >> >>> Excellent, so if I understand correctly, we only need the application *= submitted >>> *prior to close but not necessarily approved? If so, that is good news. >>> >>> Best, >>> Lucas >>> >>> On Mon, Jan 11, 2021 at 11:34 AM Timothy Thomas >> tt@homecareassistance.com> wrote: >>> >>>> Hi Lucas, >>>> >>>> I spoke to the CNESST again this morning. The new ownership group will >>>> need to make a permit application which includes the fee payment for t= wo >>>> years ($1802) and a security deposit of $15,000. Background checks are >>>> completed on the new shareholders. This should not impact any operatio= ns as >>>> long as the permit application is in process prior to close

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