--0000000000003c4ee605b8bdfc1c Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim, Timothy, I was able to confirm that we can pay in Canadian -- i.e., we will pay CAD $7,140,000 (CAD $6,500,000 at close). Hopefully that is good news. So, you can simply update the purchase price figures (updating the USD figures with the CAD figures) when you send us the final. Thanks, Lucas On Tue, Jan 12, 2021 at 5:59 PM Lucas Motro wrote: > Guys, > > I am still trying to get a hold of Mike on Fx rate mechanics but hopefull= y > will get back sometime tonight. > > On Tue, Jan 12, 2021 at 12:00 AM Lucas Motro lmotro@homecareassistance.com> wrote: > >> Tim, Timothy, >> >> See attached for the SPA. We should basically be to an execution copy. >> >> Also, see below commentary from the attorneys with items for you to fill >> in. You can ignore the blank table rows. They asked me to specify the th= ree >> vehicles and photocopier lease amount but you can just fill it in. >> >> If you guys need anything in the exhibits (e.g., legal proceeds, >> caregivers not appropriately credentialed), feel free to fill it out now= , >> otherwise we look like we are in good shape. >> >> We can talk about signing timing and close timing tomorrow and then fill >> in those dates. Exchange rate as well. >> >> Chat tomorrow. >> >> Best, >> Lucas >> >> 1. Please let us know the relevant information to complete the >> following brackets: In Definition of "Indebtedness," >> >> >> Definition of =E2=80=9CIndebtedness=E2=80=9D >> >> =E2=80=9C=E2=80=A6(vii) all capital leases (other than any capital lease= s related to >> three vehicles and photocopiers used in the ordinary course of business = in >> an amount not to exceed *$[**=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=9Cfai= rly >> presents=E2=80=9D representation cannot be made - since the representati= on 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 > lmotro@homecareassistance.com> wrote: >> >>> Great, thanks. >>> >>> On Mon, Jan 11, 2021 at 1:10 PM Timothy Thomas >> tt@homecareassistance.com> wrote: >>> >>>> Yes, that is correct. >>>> >>>> On Mon, Jan 11, 2021 at 1:05 PM Lucas Motro >>> lm