--0000000000001b99a505b611cacf Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Ok, great. Yes, operationally things have been a bit more difficult again over here with an increase in the number of potential exposures, too, but we are working through. For the order of operations, let us go ahead and have our attorneys flip this back and then we can all hop on the phone. We will revert back. Best, Lucas On Wed, Dec 9, 2020 at 4:10 PM Timothy Thomas wrote: > Hi Lucas, > > I think a conversation around those two points, the holdback and NWC, wer= e > what we had in mind as well. The rest we can leave to our respective > attorneys to iron out. > > Yes cases are on the rise here once again and the government is on the > verge of mandating a lockdown over the holidays so we'll see how that pla= ys > out. Senior facilities are experiencing outbreaks which is keeping us on > our toes. > > Let me know what day and time works best for you guys. > > Regards, > Tim > > On Wed, Dec 9, 2020 at 3:33 PM Lucas Motro > wrote: > >> Tim and Timothy, >> >> Thanks, received. Matt and I are not experts on on the legal side. Would >> you like us to have our attorneys review first or was there something th= at >> you wanted to go ahead and discuss beforehand? >> >> Initial reaction is that the Holdback is all or nothing and we're not >> sure why the NWC target is so low, but other than those two we don't see >> any business oriented points that should cause issues on our end (our >> attorneys will probably have some others, I'm sure, but that is after a >> quick skim on our end). >> >> On the franchise exhibit, your attorney may be right, so we can pass on >> his note and have our attorneys re-review it for you. The intent is >> certainly not to cease operations - it is just to close the franchise >> agreement in the right way as you convert to corporate. Again, we'll pas= s >> on his note and get back to you there. >> >> Separately, everything going ok up there? I have seen that the cases are >> rising again in Canada, as they have been in the US, but haven't read >> anything about Montreal specifically. >> >> Best, >> Lucas >> >> On Tue, Dec 8, 2020 at 12:26 PM Tim Thomas > tthomas@homecareassistance.com> wrote: >> >>> Hi Lucas, >>> >>> Hope you're well. Please see our attorney=E2=80=99s comments below alo= ng with >>> the relative documents attached. We would be available for a call as s= oon >>> as you have had a chance to review. >>> >>> Thanks. >>> >>> >>> Dear Tim and Timothy, >>> >>> Attached is the clean and compared revised share purchase agreement, >>> modified as per our discussions. >>> >>> As discussed, I have provided for a further adjustment for post closing >>> balance sheet refunds and other receipts, received by the Company withi= n 9 >>> months of the date of confirmation of the closing adjustments (Section = 3.7). >>> >>> Given that there is a contemplated assignment by the Company to the >>> Buyer of the franchis