--000000000000fdb3670617811f44 Content-Type: multipart/alternative; boundary="000000000000fdb3670617811f43" --000000000000fdb3670617811f43 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Payment of $135,068.84 CAD was made on 05/16/2023. There was $24,931.16 CAD deducted from 2023 $160k CAD payment for pre-close royalties payables per Lucas' notes. We have $320k CAD accrued in GL account 210200-Escrow in HCA Canada subsidiary/location ($160k CAD for 2024 and $160k CAD for 2025). [image: image.png] Thank you, Rebecca On Thu, May 2, 2024 at 4:16=E2=80=AFPM Geraldine Nath wrote: > 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 kate.goodrich@thekey.com>; 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 48= 0k > 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 M= ay > 2023. Can you confirm this was done? > > > > Legal is not aware of any indemnity claims so this means 160k would be du= e > 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 o= ut 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 wro= te: > > Hi Kate, > > > > Unfortunately I wasn't involved in their acquisition, nor do I have acces= s > 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 M= ay > 15. Apparently they were working with Ethan originally and then Kirk Haye= s. > I'm not aware of what this is/how