CareSpan Health, Inc. (company) announced that further to its press release dated May 31, 2023 announcing the memorandum of understanding with ChopraX LLC, the Company has entered into a binding definitive agreement effective on September 12, 2023 (the "DefinitiveAgreement"), with ChopraX in connection with a proposed venture between the parties to set up a business of integrative care using the CareSpan technology platform and operations (the "Business"). The Business is subject to the satisfaction of various conditions, including but not limited to: (i) the completion of a non-brokered financing of the Company for gross proceeds of a minimum of $2,000,000 and up to a maximum of $3,000,000, or such other amounts as mutually determined by the parties, through the issuance of securities of the Company (the "Concurrent Financing"); (ii) the approval by the directors of the Company and ChopraX of the Business and the matters related therein; (iii) the approval of the Business, the issuance of the ChopraX Compensation Shares (as defined below), and the ChopraX Compensation Convertible Securities (as defined below), by the TSX Venture Exchange (TSXV) and the shareholders of CareSpan (if applicable), and (iv) the receipt of all requisite regulatory or governmental authorizations and consents (as applicable). It is anticipated that the Concurrent Financing will close on or about October 2023.

Both parties agree that the Business will be part of the Company and will operate under the name "Chopra Whole Person Care" or such other name as the parties may decide. The board of directors of the Company will be responsible for the overall direction and supervision of the management of the Business. Pursuant to the Definitive Agreement and subject to applicable approvals, ChopraX will be entitled to nominate two individuals on the board of directors of the Company.

ChopraX will lose such nomination rights if, at any time, ChopraX's holding of the CareSpan Securities (as defined below) is less than 25% of the outstanding securities of the Company on a fully-diluted basis. Except as specifically authorized or granted under the Definitive Agreement, CareSpan will be the sole owner or authorized user, and will have any and all intellectual property rights including, without limitation, copyright and moral rights in any technology, software or other content that is created through the Business. As consideration for the grant of the Chopra Asset License, the Company will issue to ChopraX: (i) an aggregate total of common shares in the capital of the Company (the "CareSpanShares") such that ChopraX's equity holding is equal to 25% of the issued and outstanding CareSpan Shares (the "ChopraXCompensationShares") as of the date of the Definitive Agreement (the "Signing Date"); and (ii) an aggregate total of securities convertible into CareSpan Shares (the "ChopraX Compensation Convertible Securities" and together with the ChopraX Compensation Shares, the "CareSpan Securities") such that ChopraX's aggregate holding of the CareSpan Securities is equal to 50% of the outstanding securities of the Company on a fully-diluted basis as of the Signing Date of the Definitive Agreement.

Each ChopraX Compensation Convertible Security will be exercisable into one CareSpan Share for a period of twenty-four (24) months from the closing date of the Definitive Agreement (the "ClosingDate") at a price of $0.20 per CareSpan Share, or such other conversion price determined in accordance with the TSXV policies. Furthermore, the CareSpan Convertible Securities shall only be exercisable upon the earlier of: (i) the CareSpan Shares trading over $0.20 per CareSpan Share for 20 consecutive trading days, and (ii) the date two years following the Closing Date.