--00000000000092e12c05b8bbf99c Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Guys, I am still trying to get a hold of Mike on Fx rate mechanics but hopefully will get back sometime tonight. On Tue, Jan 12, 2021 at 12:00 AM Lucas Motro 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 thr= ee > 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 leases= 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 Agreemen= t > > e. Exhibit VI Contact Information > > > Please see below for one additional location where they=E2=80=99ll have t= o > 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=9Cfair= ly > presents=E2=80=9D representation cannot be made - since the representatio= n 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 > wrote: > >> Great, thanks. >> >> On Mon, Jan 11, 2021 at 1:10 PM Timothy Thomas >> wrote: >> >>> Yes, that is correct. >>> >>> On Mon, Jan 11, 2021 at 1:05 PM Lucas Motro >> lmotro@homecareassistance.com> wrote: >>> >>>> Excellent, so if I understand correctly, we only need the application = *submitted >>>> *prior to close but not necessarily approved? If so, that is good news= . >>>> >>>> Best, >>>> Lucas >>>> >>>> On Mon, Jan 11, 2021 at 11:34 AM Timothy Thomas >>> tt@homecareassistance.com> wrote: >>>> >>>>> Hi Lucas, >>>>> >>>>> I spoke to the CNESST again this morning. The new ownership group wil= l >>>>> need to make a permit application which includes the fee payment for = two >>>>> years