--000000000000299392061780cce7 Content-Type: multipart/alternative; boundary="000000000000299391061780cce6" --000000000000299391061780cce6 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable All: Looping in Rebecca who handles the accounting for this. Rebecca, can you answer the questions below? *gerri nath* Chief Accounting Officer, TheKey Mobile: 561-879-0132 *From:* Steve Koyanagi *Sent:* Thursday, May 2, 2024 3:05 PM *To:* Timothy Thomas *Cc:* Geraldine Nath ; Kate Goodrich ; Laszlo Kovacs ; Nina Kani *Subject:* Re: Holdback payment in May - URGENT (Canada - Waterloo & Oakville) Hi Team, I reviewed the share purchase agreement ("SPA") and here is the background. This deal closed on 3/23/22 and as part of the transaction 480k of the purchase price was held back to account for indemnity claims. On an annual basis for 3 years post-close, we are required to pay back 1/3 of the holdback amount (160k) within 45 days of the closing date anniversary. This means we should have paid 160k back to the Seller in May 2023. Can you confirm this was done? Legal is not aware of any indemnity claims so this means 160k would be due on 5/6/24. Was this previously accrued? I know Kirk (and Lucas on his deals) would usually work with the finance team. If helpful, happy to jump on a call to discuss further. On Thu, May 2, 2024 at 7:52=E2=80=AFAM Steve Koyanagi wrote: I=E2=80=99ll research and circle back asap. FYI this is the first I=E2=80=99ve heard about it as they did not reach out= to me. *Steve Koyanagi * Assistant General Counsel *Please note my email has changed: * skoyanagi@thekey.com 650-722-6476 *TheKey.com * [image: TheKey] On Thu, May 2, 2024 at 7:43=E2=80=AFAM Timothy Thomas wrote= : Hi Kate, Unfortunately I wasn't involved in their acquisition, nor do I have access to their purchase agreement. @Steve Koyanagi Can you comment on a holdback payment due for our purchase of Arya Healthy Living Inc and Arya Health Living Oakville Inc? On Thu, May 2, 2024 at 10:26=E2=80=AFAM Kate Goodrich wrote: Good morning Tim, Please see email thread below - the previous owners of Waterloo and Oaville are inquiring about a holdback payment for 2024 they say is due May 15. Apparently they were working with Ethan originally and then Kirk Hayes. I'm not aware of what this is/how to proceed. Can you advise? Thanks, Kate ---------- Forwarded message --------- From: *Anjana Kunnath* Date: Thu, May 2, 2024 at 10:13=E2=80=AFAM Subject: Re: Holdback payment in May - URGENT (Canada - Waterloo & Oakville= ) To: Madhu Vijayan Cc: geraldine.nath@thekey.com , kate.goodrich@thekey.com Hello Gerri and Kate, Following up on the below email. It=E2=80=99s imperative we connect before = the due date (May 15)of the holdback payment for 2024. If this does not fall under your purview, please redirect us to the treasurer of The Key. Our contact was Ethan Stein and then Kirk Hayes after Ethan=E2=80=99s departure. We have left voicemail in this regard and reached