--Apple-Mail-F1B8142F-2B09-4E3C-8EF1-30591BEFC329 Content-Type: text/plain; charset=utf-8 Content-Transfer-Encoding: quoted-printable Thanks Lucas. Sounds good. Tim Thomas Soins =C3=A0 Domicile / Home Care Assistance 514 907 5065 > On Dec 9, 2020, at 8:06 PM, Lucas Motro wr= ote: >=20 > =EF=BB=BF > Ok, great. Yes, operationally things have been a bit more difficult again o= ver here with an increase in the number of potential exposures, too, but we a= re working through. >=20 > For the order of operations, let us go ahead and have our attorneys flip t= his back and then we can all hop on the phone. We will revert back. =20 >=20 > Best, > Lucas >=20 >> On Wed, Dec 9, 2020 at 4:10 PM Timothy Thomas = wrote: >> Hi Lucas, >>=20 >> 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 attor= neys to iron out.=20 >>=20 >> Yes cases are on the rise here once again and the government is on the ve= rge of mandating a lockdown over the holidays so we'll see how that plays ou= t. Senior facilities are experiencing outbreaks which is keeping us on our t= oes.=20 >>=20 >> Let me know what day and time works best for you guys. >>=20 >> Regards, >> Tim >>=20 >>> On Wed, Dec 9, 2020 at 3:33 PM Lucas Motro wrote: >>> Tim and Timothy, >>>=20 >>> 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 that y= ou wanted to go ahead and discuss beforehand?=20 >>>=20 >>> Initial reaction is that the Holdback is all or nothing and we're not su= re why the NWC target is so low, but other than those two we don't see any b= usiness oriented points that should cause issues on our end (our attorneys w= ill probably have some others, I'm sure, but that is after a quick skim on o= ur end).=20 >>>=20 >>> On the franchise exhibit, your attorney may be right, so we can pass on h= is 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 th= e right way as you convert to corporate. Again, we'll pass on his note and g= et back to you there. >>>=20 >>> 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 anyth= ing about Montreal specifically. >>>=20 >>> Best, >>> Lucas >>>=20 >>>> On Tue, Dec 8, 2020 at 12:26 PM Tim Thomas wrote: >>>> Hi Lucas, >>>>=20 >>>> 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 a= s soon as you have had a chance to review. >>>>=20 >>>> Thanks. >>>> =20 >>>>=20 >>>> Dear Tim and Timothy, >>>> =20 >>>> Attached is the clean and compared revised share purchase agreement, mo= dified as per our discussions. >>>> =20 >>>> As discussed, I have provided for a further adjustment for post closing= balance sheet