RE: Holdback payment in May - URGENT (Canada - Waterloo & Oakville)

--0000000000001ebc4d06178d1973 Content-Type: multipart/alternative; boundary="0000000000001ebc4c06178d1972" --0000000000001ebc4c06178d1972 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Ok- Thanks all. We will get a wire setup for Monday (the 6th) to get the payment out for this year. (Paul =E2=80=93 Can you please approve) Kate =E2=80=93 Can you please check if we have the payment instructions for= this one in the Treasury folder? If not, we=E2=80=99ll need to reach out to Anja= na, Matt & Angie for clarity on if this is one payment or multiple and what the payment instructions should be. Thanks, *From:* Rebecca Ng *Sent:* Thursday, May 2, 2024 6:40 PM *To:* Geraldine Nath *Cc:* Steve Koyanagi ; Timothy Thomas = ; Kate Goodrich ; Laszlo Kovacs ; Nina Kani ; brian.fialko@thekey.com *Subject:* Re: Holdback payment in May - URGENT (Canada - Waterloo & Oakville) 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). 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 ; 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