--Apple-Mail=_11DE5447-E6BB-49FD-B82D-2B2DF02F523B Content-Transfer-Encoding: quoted-printable Content-Type: text/plain; charset=utf-8 Hello Lucas, Thank you for sending us the letter of intent. We appreciate you having = accommodated us on the structure of the purchase, as a share purchase = transaction. We have the following comments and suggestions with = respect to the LOI: -in terms of representations and warranties, we will want the SPA to set = out an express disclosure by us and an express waiver by you as to the = existence of potentially adverse consequences to the business due to the = pandemic, given that no one is in a position to anticipate whether the = effects of this might be positive or negative in terms of future = business prospects; -we aren=E2=80=99t clear as to the wording near the end of the = penultimate paragraph of Section 2 as to materiality qualifiers being = disregarded for the purposes of determining whether or not a breach has = occurred. Our counsel has advised that this is the sole purpose of a = materiality qualifier such that the proposed wording would render the = materiality aspect of a representation or warranty without effect. = Kindly consider removing this wording; -As to the requirement of tail insurance, [we ask that this be removed, = as we have confirmed that the applicable liability insurance is an = =E2=80=9Coccurrence-based policy=E2=80=9D such that we are covered for = claims made post-closing for claims relating to occurrences that arose = during the pre-closing period.] NOTE: to be confirmed -with respect to the proposed purchase price and the working capital = level, we ask that the purchase price be set at US$6,000,000 but that we = guarantee a working capital balance of no less than =C3=87A$500,000 = (comprised of cash on hand of no less than CA$200,000 and A/R), with an = adjustment clause should the working capital balance be established as = greater or less than such amount pursuant to a post-closing working = capital calculation submitted by our accountant; -please set the annual salary of Timothy Thomas II at $175,000 with an = annual bonus of $75,000; -we would prefer to have the LOI and SPA governed by the laws of the = Province of Quebec, however if the laws of Delaware are to apply, please = consider having any disputes governed by binding arbitration, with = hearings to be convened in the District of Manhattan, NY; -please add wording to the effect that the purchaser must advise the = seller=E2=80=99s in writing of their dissatisfaction with their due = diligence review prior to the termination of the due diligence period, = failing which they will be deemed to have waived any issues and to have = confirmed that they will proceed to closing; -last, while I am not sure that this needs to be addressed in the LOI, = there are currently outstanding preferred shares held by my wife, with a = redemption value of approximately CA$850,000 that would need to be = redeemed using a portion of