--00000000000006e4bf05b70c35d9 Content-Type: multipart/alternative; boundary="00000000000006e4bd05b70c35d7" --00000000000006e4bd05b70c35d7 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim, Timothy, See attached. On the business points, we were able to be especially favorable to you given that you have been flexible with us on deal timing, as discussed, and that you have been great to work with. :) For the working capital, we think that with the business trajectory $650k would be reasonable, but we went with $600k to avoid a debate over minor working capital items and to give you the benefit of the error. On the holdback, our LOI laid out an agreed-to cliff holdback at $185k, but we revised it such that the following is paid for the holdback: 0% is paid at 160k, 100% is paid at 180k, and 0-100% is paid on a straight line basis between 160-180k. We are confident that over the six months following close and with some growth that you can achieve an average weekly revenue of 180k= . The remaining items were handled by legal, as anticipated. We did have Canadian counsel give it an additional review for anything missing from a Quebec / Canadian perspective on our end. It looks like they added more than they really did; we are told that their revisions are generally just around taxes, employees, privacy, and compliance with local laws and should be uncontroversial. The only other potentially material item was that we reduced the geography of the acquisition non-compete from Canada to Quebec, but that was favorable to you, and added some clarity around the service to make sure that it is enforceable under Canadian law. Let us know if any questions - otherwise, hopefully we are all getting close to an agreement that is execution ready. Matt and I will be off and on during this week but feel free to send an email through at any time. Cheers, Lucas On Fri, Dec 18, 2020 at 1:46 PM Tim Thomas wrote: > Thanks Lucas. > > Tim Thomas > Soins =C3=A0 Domicile / Home Care Assistance > 514 907 5065 > > On Dec 18, 2020, at 12:58 PM, Lucas Motro > wrote: > > =EF=BB=BF > Hi Tim, Timothy, > > We have your SPA back. Given that we are getting close here, our attorney= s > thought it would make sense to have our Canadian counsel (Michael McIsaac= , > BDO) take one high-level pass to ensure that we are not missing anything = on > our end from a Canadian perspective. He should have that back and I can > plan to send to you Monday. > > Separately, I will send a non-SPA related email or two as we start > planning for bringing you on board. I should have out to you this afterno= on > - initial topics will be HR/legal and finance. > > Cheers, > Lucas > > On Fri, Dec 11, 2020 at 10:03 PM Tim Thomas tthomas@homecareassistance.com> wrote: > >> Hi Lucas, >> Sounds good. See you then. >> >> Tim Thomas >> Soins =C3=A0 Domicile / Home Care Assistance >> 514 907 5065 >> >> On Dec 11, 2020, at 7:24 PM, Lucas Motro >> wrote: >> >> =EF=BB=BF >> Hi Tim