--000000000000e224d306177e1e10 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable 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 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 >> 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 Ha= yes. >>> 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 bef= ore the >>> due date (May 15)of the holdback payment for 2024. If this does not fal= l >>> 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 depar= ture. >>> >>> We have left voicemail in this regard and reached out to Steve Koyangi >>> as well. Unfortunately, there has been no response from The Key. >>> >>> I cannot stress the urgency of this matter. We do not want to involve >>> legal counsel unless required. >>> >>> Regards, >>> Angie Kunnath >>> 519 590 2792 >>> >>> >>> >>> On Mon, Apr 22, 2024 at 1:50=E2=80=AFPM Madhu Vijayan >>>