July 5th, 2017 Rhode Island Department of Health Center for Health System Policy and Regulation Three Capital Hill, Room 410 Providence, RI 02908---5097 Dear Sir or Madam: After a thorough review of Title 23, Chapter 17 of the General Laws of Rhode Island, and the Rules and Regulations for licensing of health care facilities we are pleased to submit our application for Change in Effective Control regarding the acquisition of All About Home Care, LLC of Middletown, RI by Nova Leap Health RI, Inc.



Enclosed here with you will find three (3) paper copies of the application. Also, a digital copy of the entire application in PDF format is included on a flash drive. Our contacts for the application are: Primary: Christopher Dobbin, President and CEO Nova Leap Health Corp. 1-902-401-9480 [email protected] Secondary: Megan Spidle, Chief Financial Officer Nova Leap Health Corp. 1-902---223---3865 [email protected] Thank you for your prompt consideration of our application. _________________________ Christopher Dobbin, CPA, CA President and CEO

Nova Leap Health Corp. 37 Wentworth Street, Suite 104 • Dartmouth, NS, Canada, B2Y S29 • 1 (902) 401-9480 • novaleaphealth.com

Change in Effective Control Application Version 03.2017

Applicant

Name of Licensee: Nova Leap Health RI, Inc. Name(s) of Parent Entity(ies): Nova Leap Health Corp. and Nova Leap Health Corp. Holdings, Inc.

Name of Facility:

Nova Leap Health RI, Inc. dba All About Home Care

Date of Submission

07/05/2017

All questions concerning this application should be directed to the Center for Health Systems Policy and Regulation at (401) 222-2788

Please have the appropriate individual attest to the following: "I hereby certify that the information contained in this application is complete, accurate and true." ________________________________________________ signed and dated by the President or Chief Executive Officer

________________________________________________ signed and dated by Notary Public

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Table of Contents: Question Number/Appendix Q1 Executive Summary Q2 Name and Address of Applicant Q3 Name and Address of Facility Q4 Information of President and CEO Q5 Information of Contact Person Q6A Existing Entity Q6B Proposed Entity Q7 Nursing Facility? Q8 Management Agreement Q9 Services Under Contract with Outside Party Q10 Estimated Month and Year of Transfer Q11 Description of Services Offered Q12 Long Term Plans Q13 Medicare or Medicaid Q14 Transfer Documents Q15 Organization Chart Q16 Proposed Owners Prior Operations Q17 Plans to Ensure Access Q18 Charity Care Policies Q19 Provision of Services without discrimination/ability to pay Q20A Citations Q20B Civil Proceedings Q20C Convictions Q21 Plan to Reduce Healthcare Costs Q22 Quality Assurance Policy Q23A Feasibility of Financing Plan Q23B Availability of Funds for Capital and Operating Needs Q23C Financial Capability Q24 Lease Q25 Not for profit status Q26 Certificate of Incorporation Q27 Publicly traded company Q28 Financial Statements Q29 Appendices APP A Capital Cost of Project, Personnel, P&L, Utilization APP B Compliance Report

Page Number/Tab 1 1 1 1 1 2 2 2 2 2 2 2 / TAB 1 2 3 3 EXHIBITS A & B 3 / TAB 2 3 3 4 / TAB 3 4 4 4 4 4 / TAB 4 4 / TAB 5 5 / TAB 6 5 / TAB 6 5 / TAB 6 5 / EXHIBIT C 5 5 / EXHIBIT B 5 / TAB 7 5 / TAB 8 5 / A, B, D-G APPENDIX A APPENDIX B

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APP D Source of Funds APP E Debt Financing APP F Ownership and Control APP G Ownership Information TABS TAB 1 Description of Services Offered TAB 2 Organization Chart TAB 3 Charity Care Policies TAB 4 Plan to Reduce Healthcare Costs TAB 5 Quality Assurance Policy TAB 6 Financing Plan & Financial Statements TAB 7 Financial Statements & Management Discussion and Analysis of Nova Leap Health Corp. TAB 8 Financial Statements All About Home Care, LLC EXHIBITS EXHIBIT A Asset Purchase Agreement & Amendment EXHIBIT B Certificate of Incorporation EXHIBIT C Office Lease EXHIBIT D License and Compliance Reports TN and DE

APPENDIX D APPENDIX E APPENDIX F APPENDIX G 1-8 TAB 1 TAB 2 TAB 3 TAB 4 TAB 5 TAB 6 TAB 7 TAB 8 A-D Exhibit A Exhibit B Exhibit C Exhibit D

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1. Please provide an executive summary describing the nature and scope of the proposal. Additionally, please include the following: (1) identification of all parties, (2) description of the applicant and it’s licensure track record, (3) the type of transaction proposed including description of the transaction and relevant costs, (4) summary of all transfer documents, (5) summary of the organizational structure of the applicant and its affiliates, and (6) whether the facility will be accredited. 1) Nova Leap Health RI, Inc., (Nova Leap RI) has agreed to acquire the business of All About Home Care, LLC (AAHC) of Middletown, RI (a Rhode Island LLC). 2) Nova Leap Health RI, Inc. is a wholly owned subsidiary of Nova Leap Health Corp. Holdings, Inc. (Nova Leap Holdings) which in turn is a wholly owned subsidiary of Nova Leap Health Corp. (Nova Leap), a Canadian public company listed on the TSX Venture Exchange under the symbol NLH.V. Nova Leap Holdings also has 100% interest in Nova Leap Health NH, LLC that owns a licensed home care agency in New Hampshire and has been doing business as Northern Family Home Care since October 2016. We were successful in the New Hampshire state application and we are proud to have never been denied a license application or have never been suspended. 3) Nova Leap Health Corp. is acquiring substantially all the assets, property and undertaking of and pertaining to the Business of AAHC including fixed assets, customer and business contracts, intellectual property, books and records and employee list for $1.2M. Acquisition costs payable by Nova Leap are expected to be approximately $35,000-$50,000. All the existing employees and the existing operating team of AAHC will remain in place. 4) Asset Purchase Agreement calls for all business assets except excluded assets outlined in the agreement to be transferred from current owner AAHC to Nova Leap RI for cash at closing. 5) The Nova Leap RI business will operate as a wholly owned subsidiary of Nova Leap Holdings. 6) All About Home Care, LLC is currently accredited by Community Health Accreditation Program, Inc. (CHAP). This accreditation is from January 21, 2017 through January 20, 2020. The accreditation will continue with Nova Leap Health RI. Inc. 2.

Name and address of the applicant:

Name: Nova Leap Health Corp. Address: 37 Wentworth Street, Dartmouth, Nova Scotia (#104)

Telephone: 1-902-401-9480 Zip Code: B2Y 2S9

3. Name and address of facility (if different from applicant): Name: Nova Leap Health RI, Inc. Address: 438 East Main Road, Suite 202, Middletown, RI

Telephone: 401-846-0727 Zip Code: 02842

4. Information of the President or Chief Executive Officer of the applicant: Name: Christopher Dobbin Telephone: 1-902-401-9480 Address: 5 Balwearie Lane, Halifax, Nova Scotia Zip Code: B3P 0A2 E-Mail: [email protected] Fax: 5.

Information for the person to contact regarding this proposal:

Name: Michael Gremley Address: 37 Wentworth Street, Dartmouth, Nova Scotia (#104)

Telephone: 1-902-329-7979 Zip Code: B2Y 2S9

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E-Mail: [email protected] 6.

Fax:

A. EXISTING ENTITY:

License category: Home Nursing Care Provider (R23-17-HNC/HC/PRO) Name of Facility: All About Home Care, LLC License #: HNC02345 Address: 438 East Main Rd, Suite 202, Middletown, RI 02842 Telephone: 401-846-0727 Type of Ownership: Individual Partnership Corporation X Limited Liability Co. Tax Status: X For Profit Non-Profit B. PROPOSED ENTITY: License category: Home Nursing Care Provider (R23-17-HNC/HC/PRO) Name of Facility: Nova Leap Health RI, Inc. dba All About Home Care License #: Address: 438 East Main Rd. Suite 202, Middletown, RI 02842 Telephone: 401-846-0727 Type of Ownership: Individual Partnership X Corporation Limited Liability Co. Tax Status: X For Profit Non-Profit 7.

Does this proposal involve a nursing facility? Yes __ No X •

8.

If response to Question 7 is ‘Yes’, please complete Appendix C. Will the facility be operated under management agreement with any party? Yes___ No X

•

If response to Question 8 is "Yes", please provide copies of that agreement.

9. Will the proposal involve the facility/ies providing healthcare services under contract with an outside party? Yes___ No _X_ • 10.

If response to Question 9 is "Yes", please identify and describe those services to be contracted out. Estimate the date (month and year) for the proposed transfer of ownership, if approved:

October 30th, 2017; or upon the approval from the state of Rhode Island’s Center for Health System Policy and Regulation. 11. Please provide a concise description of the services currently offered by the licensed entity and identify any services that will be added, terminated, expanded, or reduced and state the reasons therefore: See TAB 1 12. Please identify the long-term plans of the applicant with respect to the health care programs and health care services to be provided at the facility: The Company plans to expand the continuum of care to clients to support their transitions through various points of care in the health care system. The Company plans to accomplish this in partnership with hospitals and other healthcare providers by offering a care coordination and transition planning service that will support the continuity of care for clients. Additionally, the company plans to expand the

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geographic area for services it offers (subject to state approval), and thus help to increase its investments into local communities all while helping to cut local hospital costs to the state. 13. Does the entity seeking licensure plan to participate in Medicare or Medicaid (Titles XVIII or XIX of the Social Security Act)? MEDICARE: Yes___ No_X_ •

MEDICAID:

Yes___ No_X_

If response to Question 13 for either Medicare and/or Medicaid is ‘No’, please explain.

The Company has limited experience with Medicare/ Medicaid billing and coding, and has focused on private pay clients to date. The Company may reconsider participating in Medicare and Medicaid in the future. 14. Please provide all appropriate signed legal transfer documents (i.e. purchase and sale agreement, affiliation agreement); NOTE: these documents must cause both parties to be legally bound. Please note that this transaction has not yet occurred. The final closing date is subject to the approval from the Rhode Island State’s Department of Health (Center for Health Systems Policy and Regulation). Please excuse the definition term of "Closing Date" on page 2 of the Asset Purchase Agreement, as this date of June 30th, 2017 does not reflect the true nature of the Conditions of closing within section 6.01 (c) on page 26. It should state "Closing Date" ‘means the specific date in which the Conditions of Closing Section 6.01(c) on page 26 of this Asset purchase agreement are fully met’ (which includes Rhode Island state approval). (See EXHIBITS A & B) 15. Please provide organization charts of both agencies (existing entity and the applicant) for prior to transfer and post transfer, identifying all "parent" legal entities with direct or indirect ownership in or control, all "sister" legal entities also owned or controlled by the parent(s), and all "subsidiary" legal entities. Existing entity, All About Home Care, LLC is 100% owned by Kathleen S. Devlin. There are no other entities associated with this organization. Once the asset acquisition is made Nova Leap Health RI, Inc. will be doing business as All About Home Care. (See Tab 2 for Organizational Chart breakdown) 16. If the proposed owner, operator or director owned, operated or directed a health care facility (both within and outside Rhode Island) within the past three years, please demonstrate the record of that person(s) with respect to access of traditionally underserved populations to its health care facilities. One of the key focuses in all of Nova Leap Health Corps operations is to provide quality home care services to rural regions. For example, our New Hampshire home care agency- Northern Family Home Careoperates out of a small rural town in northern New Hampshire called Littleton. Many individuals in the northern region of New Hampshire have little home care services available to them. As we have a state-wide license we plan to continue to grow and offer services in more similar rural regions. 17. Please identify the proposed immediate and long-term plans of the applicant to ensure adequate and appropriate access to the program and health care services to be provided by the health care facility/ies to traditionally underserved populations. The Company plans to communicate with local healthcare providers, including hospitals and community health centers to increase the awareness of our services. The Company has designated an Outreach Coordinator who is responsible for the outreach efforts of the Company. Page 3 Version 03.2017

The Company will continue the Charity Care Policies and Procedures already in place at AAHC (See TAB 3). 18.

Please provide a copy of charity care policies and procedures and charity care application form.

The Company will continue the Charity Care Policies and Procedures already in place at AAHC (See TAB 3). 19. After the proposed change in effective control, will the facility/ies provide medically necessary services to patients without discrimination, including the patients' ability to pay for services? Yes_X_ No___. •

If response to Question 23 is ‘No’, please explain.

20. Please identify and describe any and all instances and the status or disposition of each of the following within the past 3 years: A. Citations, enforcement actions, violations, charges, investigations, or similar types of actions involving the applicant and/or its affiliates (including but not limited to actions brought forward by any governmental agency, accrediting agency, or similar type of an agency.); Applicant and its affiliates have not been involved in any citations, enforcement actions, violations, charges, investigations, or similar types of actions. B. Civil proceedings (whether pending or which have resulted in a disposition or settlement) in any court of law, in which the applicant and/or its affiliates and/or any officers, directors, trustees, members, managing or general partners, or other senior management of the applicant and/or its affiliates has been a party to; There have been no civil proceedings (or any pending or any that have resulted in a disposition or settlement) in any court of law, in which the applicant and/or its affiliates and/or any officers, directors, trustees, members, managing or general partners, or other senior management of the applicant and/or its affiliates has been a party to. C. Convictions and/or placement on probation for any criminal offences by any state, local or federal government of any officers, directors, trustees, members, managing or general partners, or other senior management of the applicant and/or its affiliates; No officers, directors, trustees, members, managing or general partners, or other senior management of the applicant or its affiliates have been convicted or placed on probation for any criminal offences by any state, local or federal government. 21. Please identify any planned actions of the applicant to reduce, limit, or contain health care costs and improve the efficiency with which health care services are delivered to the citizens of this state. (See TAB 4) 22. Please provide a copy of the Quality Assurance Policies (for the services) and a detailed explanation of how quality assurance for patient services will be implemented at the facility/ies by the applicant. The Company will continue the Quality Assurance Policies currently in place as defined in the attachment (See TAB 5) Page 4 Version 03.2017

23. Please provide a detailed description about the amount and source of the equity and debt commitment for this transaction. (NOTE: If debt is contemplated as part of the financing, please complete Appendix E). Additionally, please demonstrate the following: A. The immediate and long-term financial feasibility of the proposed financing plan; B. The relative availability of funds for capital and operating needs; and C. The applicant’s financial capability. (See Financing Plan and Pro Forma Financial Statements, TAB 6 for answers to A, B, and C) 24. Please provide legally binding evidence of site control (e.g., deed, lease, option, etc.) sufficient to enable the applicant to have use and possession of the subject property, if applicable. (See Office Lease – Exhibit C) 25. If the facility is not-for-profit and/or affiliated with a not-for-profit, please provide written approval from the Rhode Island Department of Attorney General of the proposal. The facility is a for profit. 26.

Please provide each of the following documents applicable to the applicant's legal status:

·Certificate and Articles of Incorporation and By-Laws (for corporations) (See Exhibit B) ·Certificate of Partnership and Partnership Agreement (for partnerships) N/A ·Certificate of Organization and Operating Agreement (for limited liability corporations) N/A •

If any of the above documents are proposed to be revised or modified in any way as a result of the implementation of the proposed change in effective control, please provide the present documents and the proposed documents and clearly identify the revisions and modifications.

27. If the applicant and/or one of its parent companies (or ultimate parent) is a publicly traded corporation, please provide copies of its most recent SEC 10K filing. The applicant is a publically traded company on the Toronto Stock Exchange Venture (See Tab 7 – Nova Leap FS and MD&A is equivalent of SEC 10K). 28. Please provide audited financial statements (which should include an income statement, balance sheet and cash flow statement) for the last three years for the applicant, and/or its ultimate parent, and for the existing facility. Nova Leap Health Corp. Audited Financial Statements, from the date of inception to December 31, 2016 are attached under Tab 7 All About Home Care, LLC Audited Financial Statements are attached under Tab 8. 29.

All applicants must complete Appendix A, D, F and G.

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APPENDIX A

APPENDIX A All applicants must complete this Appendix. 1. Please indicate the financing mix for the capital cost of this proposal. NOTE: the Health Services Council’s policy requires a minimum 20 percent equity investment in CEC projects. Source Equity* Debt** Lease

Amount $600,000 $600,000

TOTAL

$1,200,000

Percent Interest Rate Terms (Yrs.) 50% 50% 100%

*Equity means non-debt funds contributed towards the capital cost related to a change in owner or change in operator of a healthcare facility which funds are free and clear of any repayment or liens against the assets of the proposed owner and/or licensee and that result in a like reduction in the portion of the capital cost that is required to be financed or mortgaged. ** If debt financing is indicated, please complete Appendix E.

Description Purchase Agreement – Closing Payment Working Capital and Debt Service Total

Amount $1,200,000 $75,000 $1,275,000

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Change in Effective Control Application All About Home Care, LLC by Nova Leap Health RI, Inc. Appendix A Question #2 (A) 2. Please identify the total number of FTEs (full time equivalents) and the associated payroll expense (with fringe benefits) for the facility. Past Three Fiscal Years FY: 2014 PERSONNEL (by major categories)

Number of FTEs

FY: 2015

Budgeted Current Year FY: 2016

FY:2017

Payroll W/Fringes

Number of FTEs

Payroll W/Fringe s

Number of FTEs

Payroll W/Fringes

Number of FTEs

Payroll W/Fringes

Homemaker

30

$727,735

31

$762,525

27

$636,425

27

$649,153

CNA/RN

21

$559,822

18

$473,215

21

$599,282

22

$611,268

Administrative

6

$ 236,691

6

$318,851

6

$354,394

6

$361,482

$1,524,248

55

$1,554,591

54

$1,590,101

55

$1,621,903

Totals

57

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Change in Effective Control Application All About Home Care, LLC by Nova Leap Health RI, Inc. Appendix A Question #2 (B) Projected First Three Fiscal Years (if approved) FY: 2018 PERSONNEL (by major categories)

FY: 2019

FY: 2020

Number of FTEs

Payroll W/Fringes

Number of FTEs

Payroll W/Fringes

Number of FTEs

Payroll W/Fringes

Homemaker

27

$ 662,136

27

$ 675,379

27

$ 688,887

CNA/RN

22

$ 623,493

22

$ 635,963

22

$ 648,682

Administrative

6

$ 368,712

6

$ 376,086

6

$ 383,607

55

$ 1,654,341

55

$ 1,687,428

55

$1,721,176

Totals

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Change in Effective Control Application All About Home Care, LLC by Nova Leap Health RI, Inc. Appendix A Question #3 (A) 3. Please complete the following table for the facility. Round all amounts to the nearest dollar. Budgeted Current Fiscal Year

Past Three Fiscal Years FY: 2014

FY: 2015

FY: 2016

FY: 2017

Projected Three Fiscal Years (if approved) FY: 2018

FY: 2019

FY: 2020

REVENUES Net Patient Revenue Other: (Interest

)

Total Revenue

$ 1,965,264 25,784 $ 1,991,048

$2,036,694 $20,467 $2,057,161

$2,070,077 $20,768 $2,090,845

$2,111,479 $21,183 $2,132,662

$2,153,708 $21,607 $2,175,315

$2,196,783 $22,039 $2,218,822

$2,240,718 $22,480 $2,263,198

$1,530,320 $- $- $27,795 $11,714 $51,986 $- $5,109 $- $153,693

$1,554,491 $- $- $25,541 $14,526 $53,540 $- $7,350

$1,590,101 $- $- $24,705 $14,010 $50,330 $- $3,308

$143,363

$155,501

$1,621,903 $- $- $25,199 $14,290 $51,337 $- $3,374 $- $158,611

$1,654,341 $- $- $25,703 $14,576 $52,363 $- $3,442 $- $161,783

$1,687,428 $- $- $26,217 $14,868 $53,411 $- $3,510 $- $165,019

$1,721,176 $- $- $26,741 $15,165 $54,479 $- $3,581 $- $168,319

$ 1,780,617

$1,798,811

$1,837,955

$1,874,714

$1,912,208

$1,950,453

$1,989,461

210,431

$258,350

$252,890

$257,948

$263,107

$268,369

$273,737

EXPENSES Payroll w/Fringes Bad Debt Supplies Office Expenses Utilities Insurance Interest Depreciation/Amortization Leasehold Expenses Other: (

)

Other: (

) Total Expenses

OPERATING PROFIT/LOSS

$

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Change in Effective Control Application All About Home Care, LLC by Nova Leap Health RI, Inc. Appendix A Question #3 (B) Schedule of Other Expenses Advertising Automobile Bank service charges Dues and subscriptions IT expenses Outside services Professional fees Recruiting expenses Rent and occupancy Travel and entertainment TOTALS:

Jan – Dec 14 Budg

$6,072

$6,472 $16,857 $6,055 $12,023 $- $41,316 $- $22,550 $42,348 $153,693

Jan – Dec 15

$3,014 $5,911 $14,070 $5,530 $14,557 $1,182 $38,752 $4,483 $24,338 $31,526 $143,363

Jan - Dec 16

$3,002 $372 $17,153 $6,135 $13,589 $1,675 $51,191 $2,008 $25,252 $35,124 $155,501

FY 2017 Budg

$3,062 $379 $17,496 $6,258 $13,861 $1,709 $52,215 $2,048 $25,757 $35,826 $158,611

FY 2018 Budg

$3,123 $387 $17,846 $6,383 $14,138 $1,743 $53,259 $2,089 $26,272 $36,543 $161,783

FY 2019 Budg

$3,186 $395 $18,203 $6,511 $14,421 $1,778 $54,322 $2,131 $26,798 $37,274 $165,019

FY 2020 Budg

$3,249 $403 $18,567 $6,641 $14,709 $1,813 $55,411 $2,174 $27,334 $38,018 $168,319

Forecast for 2018-2020 Numbers were determined using 2% growth via inflation

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Change in Effective Control Application All About Home Care, LLC by Nova Leap Health RI, Inc. Appendix A Question #4 4. Please provide Net Patient Revenues (dollar value and percentage) for the existing facility by completing the table below for the requested years. Past Three Fiscal Years (Actual) FY: 2014 PAYOR SOURCE:

FY: 2015

$

%

Budgeted Current Year FY: 2016

$

%

FY: 2017

$

%

$

%

Medicare Medicaid Blue Cross Commercial HMO's Self Pay

$1,965,264

100%

$2,036,694

100%

$2,070,077

100%

$2,111,479

100%

$1,965,264

100%

$2,036,694

100%

$2,070,077

100%

$2,111,479

100%

$5,242

0.0026%

Other: TOTAL Charity Care*

$5,106

0.0025%

$0

0%

$21,000

1%

Projected First Three Operating Years (if approved) FY: 2018 PAYOR SOURCE:

FY: 2019

FY: 2020

$

%

$

%

$

%

$2,153,708

100%

$2,196,783

100%

$2,240,718

100%

$2,153,708

100%

Medicare Medicaid Blue Cross Commercial HMO's Self Pay Other: TOTAL Charity Care*

22,000

$2,196,783 1%

22,000

$2,240,718

100% 1%

23,000

100%

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*Charity Care does not include bad debt, and is based on costs (not charges). For Home Nursing Care Providers the statewide community standard shall be one percent (1%) of net patient revenue earned on an annual basis. NOTE: TOTAL Net Patient Revenues should equal Net Patient Revenues identified in Appendix A, Table 3.

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APPENDIX B

Appendix B Rhode Island Department of Health Center for Health Systems Policy and Regulation Compliance Report Nova Leap Health RI, Inc., has applied for licensure as a healthcare facility in Rhode Island. As part of the regulatory requirements to determine the character, competence and other quality related information of the applicant, the Center for Health Systems Policy and Regulation is requesting the following information regarding the health care facilities operated by or affiliated with the applicant, as listed on the attached sheet. Please answer the following questions. 1. Are the agencies/facilities currently licensed and in substantial compliance with all applicable codes, rules and regulations?

Yes_X_

No__

If the answer to #1 is “NO”, please identify the facility(ies) and briefly explain the licensure status. 2.

Has there been any enforcement actions against these agencies/facilities in the past three (3) years?

Yes__

No_X_

If the answer to #2 is “YES”, please identify the facility(ies) and include any information relevant to those enforcement actions (reason for action, stipulation, fine, etc.). In addition, please furnish a brief description of the outcome of the most recent survey, including any deficiencies cited. Additional pages may be attached, if needed.

Reviewer’s Name: __________________________________ Title: ______________________________ Department: _______________________________________________________ State: ______________ Telephone_________________________________________ E-mail _____________________________ Reviewer’s Signature: _______________________________________________ Date: ______________ If you have any questions, please contact Paula Pullano at (401) 222-2788 or e-mail, [email protected] Please return the completed form within 15 days to the address below: Rhode Island Department of Health Center for Health Systems Policy and Regulation 3 Capitol Hill, Room 410 Providence, Rhode Island 02908 Thank you. Attachment

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Appendix B (CONT.) Applicant, please provide the following information identifying each facility to the appropriate state agency as an attachment to the letter in the table below, use additional pages if necessary. Please make sure to identify yourself in the cover letter by filling in the blank for ‘Name of Applicant’. State

Facility Name, Address and Contact Information License Number All About Home Care, LLC Suite 202 438 East Main Road Middletown, Rhode Island Rhode Island 02842 Attn: Kathy Devlin HNC02345 Nova Leap Health NH, LLC DBA Northern Family Home Care 04181 41 Cottage Street (Unit 1), Littleton, New New Hampshire Hampshire, 03561, USA

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APPENDIX D

Appendix D Source of Funds All applicants must complete this Appendix. I. Please provide the total expenditures necessary to implement this proposal and allocate this amount to the sources of funds categories listed below: TOTAL PROJECT COST:

$_1,200,000___________________________*

SOURCE OF FUNDS a. Funded depreciation b. Other restricted funds (specify) __________ c. Unrestricted funds (specify) __________ d. Owner’s equity e. Sale of stock/other equity f. Unrestricted donations or gifts g. Restricted donations or gifts h. Government grant (specify) __________ i. Other non-debt funds (specify) __________

AMOUNT $ ____________ ____________ ____________ $675,000 ____________ ____________ ____________ ____________ ____________

j. Sub-Total Equity Funds

$675,000

k. Subsidized loan (e.g. FHA etc.) __________ l. Tax-exempt bonds (specify) __________ m. Conventional mortgage n. Lease or rental o. Other debt funds

____________ ____________ ____________ ____________ $600,000

p. Sub-Total Debt Funds

$600,000

q. Total Source of Funds

1,275,000

* should equal the response for line “q”

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APPENDIX E

Appendix E Debt Financing All applicants proposing debt financing must complete this Appendix. Applicants contemplating the incurrence of a financial obligation for full or partial funding of the proposal must complete and submit this appendix. 1. Please describe the proposed debt by completing the following: a.) type of debt contemplated Term Debt Facility b.) term (months or years) 5 Years c.) principal amount borrowed $600,000 USD d.) probable interest rate 6% e.) points, discounts, origination fees _N/A__-_________ f.) compensating balance or reserved fund _N/A__-_________ g.) likely security _________________ st

1) General Security Agreement (“GSA”) registered in 1 position over Nova Leap covering all fixed/floating property 2) General Assignment of Book Debts (“GABD”) registered in 1st position over Nova Leap covering all debts owed to Borrower 3) Uniform Commercial Code (“UCC”) filings registered in 1st position over AAHC and any USincorporated intermediaries 4) Corporate Guarantees for $600,000 USD in favour of Nova Leap to be provided by AAHC and any US-incorporated intermediaries 5) Export Development Canada Guarantee for minimum 75% of loans made to Nova Leap 6) Subrogation agreement covering all loans made to Nova Leap by related companies

h.) disposition of property (if a lease is revoked) _N/A__-_________ i.) prepayment penalties or call features _none____________ j.) front end costs (e.g. underwriting spread, feasibility study, legal and printing expense, points etc.) $3,000 application fee + lender legal costs k.) debt service reserve fund N/A__-___________ 2. If this proposal involves refinancing of existing debt, please indicate the original principal, the current balance, the interest rate, the years remaining on the debt and a justification for the refinancing contemplated. N/A 3. Please present a debt service schedule for the chosen method of financing, which clearly indicates the total amount borrowed and the total amount repaid per year. Of the amount repaid per year, the total dollars applied to principal and total dollars applied to interest must be shown. See below

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LOAN AMORTIZATION SCHEDULE ENTER VALUES Loan amount Annual interest rate Loan period in years Number of payments per year Start date of loan Optional extra payments PMT NO 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

PAYMENT DATE 7/01/17 8/01/17 9/01/17 10/01/17 11/01/17 12/01/17 1/01/18 2/01/18 3/01/18 4/01/18 5/01/18 6/01/18 7/01/18 8/01/18 9/01/18 10/01/18 11/01/18 12/01/18 1/01/19 2/01/19 3/01/19 4/01/19 5/01/19 6/01/19 7/01/19 8/01/19 9/01/19 10/01/19 11/01/19 12/01/19

BEGINNING BALANCE $600,000.00 $591,400.32 $582,757.64 $574,071.75 $565,342.42 $556,569.46 $547,752.62 $538,891.70 $529,986.48 $521,036.73 $512,042.24 $503,002.77 $493,918.10 $484,788.01 $475,612.27 $466,390.65 $457,122.92 $447,808.85 $438,448.22 $429,040.78 $419,586.30 $410,084.55 $400,535.29 $390,938.29 $381,293.30 $371,600.09 $361,858.40 $352,068.02 $342,228.68 $332,340.14

LOAN SUMMARY Scheduled payment Scheduled number of payments Actual number of payments Total early payments Total interest

$600,000.00 6.00% 5 12 7/01/17 $0.00 SCHEDULED PAYMENT $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68

BMO

LENDER NAME EXTRA PAYMENT $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

TOTAL PAYMENT $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68

$11,599.68 60 60 $0.00 $95,980.86

PRINCIPAL

INTEREST

$8,599.68 $8,642.68 $8,685.89 $8,729.32 $8,772.97 $8,816.83 $8,860.92 $8,905.22 $8,949.75 $8,994.50 $9,039.47 $9,084.67 $9,130.09 $9,175.74 $9,221.62 $9,267.73 $9,314.07 $9,360.64 $9,407.44 $9,454.48 $9,501.75 $9,549.26 $9,597.00 $9,644.99 $9,693.21 $9,741.68 $9,790.39 $9,839.34 $9,888.54 $9,937.98

$3,000.00 $2,957.00 $2,913.79 $2,870.36 $2,826.71 $2,782.85 $2,738.76 $2,694.46 $2,649.93 $2,605.18 $2,560.21 $2,515.01 $2,469.59 $2,423.94 $2,378.06 $2,331.95 $2,285.61 $2,239.04 $2,192.24 $2,145.20 $2,097.93 $2,050.42 $2,002.68 $1,954.69 $1,906.47 $1,858.00 $1,809.29 $1,760.34 $1,711.14 $1,661.70

ENDING BALANCE $591,400.32 $582,757.64 $574,071.75 $565,342.42 $556,569.46 $547,752.62 $538,891.70 $529,986.48 $521,036.73 $512,042.24 $503,002.77 $493,918.10 $484,788.01 $475,612.27 $466,390.65 $457,122.92 $447,808.85 $438,448.22 $429,040.78 $419,586.30 $410,084.55 $400,535.29 $390,938.29 $381,293.30 $371,600.09 $361,858.40 $352,068.02 $342,228.68 $332,340.14 $322,402.16

PMT NO 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60

PAYMENT DATE 1/01/20 2/01/20 3/01/20 4/01/20 5/01/20 6/01/20 7/01/20 8/01/20 9/01/20 10/01/20 11/01/20 12/01/20 1/01/21 2/01/21 3/01/21 4/01/21 5/01/21 6/01/21 7/01/21 8/01/21 9/01/21 10/01/21 11/01/21 12/01/21 1/01/22 2/01/22 3/01/22 4/01/22 5/01/22 6/01/22

BEGINNING BALANCE $322,402.16 $312,414.49 $302,376.88 $292,289.08 $282,150.85 $271,961.92 $261,722.05 $251,430.98 $241,088.45 $230,694.21 $220,248.00 $209,749.56 $199,198.63 $188,594.94 $177,938.24 $167,228.25 $156,464.71 $145,647.35 $134,775.90 $123,850.10 $112,869.67 $101,834.34 $90,743.83 $79,597.87 $68,396.18 $57,138.48 $45,824.49 $34,453.93 $23,026.52 $11,541.97

SCHEDULED PAYMENT $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68

EXTRA PAYMENT $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

TOTAL PAYMENT $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,599.68 $11,541.97

PRINCIPAL

INTEREST

$9,987.67 $10,037.61 $10,087.80 $10,138.24 $10,188.93 $10,239.87 $10,291.07 $10,342.53 $10,394.24 $10,446.21 $10,498.44 $10,550.93 $10,603.69 $10,656.71 $10,709.99 $10,763.54 $10,817.36 $10,871.44 $10,925.80 $10,980.43 $11,035.33 $11,090.51 $11,145.96 $11,201.69 $11,257.70 $11,313.99 $11,370.56 $11,427.41 $11,484.55 $11,484.26

$1,612.01 $1,562.07 $1,511.88 $1,461.45 $1,410.75 $1,359.81 $1,308.61 $1,257.15 $1,205.44 $1,153.47 $1,101.24 $1,048.75 $995.99 $942.97 $889.69 $836.14 $782.32 $728.24 $673.88 $619.25 $564.35 $509.17 $453.72 $397.99 $341.98 $285.69 $229.12 $172.27 $115.13 $57.71

ENDING BALANCE $312,414.49 $302,376.88 $292,289.08 $282,150.85 $271,961.92 $261,722.05 $251,430.98 $241,088.45 $230,694.21 $220,248.00 $209,749.56 $199,198.63 $188,594.94 $177,938.24 $167,228.25 $156,464.71 $145,647.35 $134,775.90 $123,850.10 $112,869.67 $101,834.34 $90,743.83 $79,597.87 $68,396.18 $57,138.48 $45,824.49 $34,453.93 $23,026.52 $11,541.97 $0.00

APPENDIX F

Appendix F Disclosure of Ownership and Control Interest All applicants must complete this Appendix. I. Please answer the following questions by checking either ‘Yes’ or ‘No’. If any of the questions are answered ‘Yes’, please list the names and addresses of individuals or corporations. A. Will there be any individuals (or organizations) having a direct (or indirect) ownership or control interest of 5 percent or more in the applicant, that have been convicted of a criminal offense related to the involvement of such persons or organizations in any of the programs established by Titles XVIII, XIX of the Social Security Act? Yes___ No_X_ B. Will there be any directors, officers, agents, or managers of the applicant (or facility) who have ever been convicted of a criminal offense related to their involvement in such programs established by Titles XVIII, XIX of the Social Security Act? Yes___ No_X _ C. Are there (or will there be) any individuals employed by the applicant (or facility) in a managerial, accounting, auditing, or similar capacity who were employed by the applicant's fiscal intermediary within the past 12 months (Title XVIII providers only)? Yes___ No_ X _ D.

Will there be any individuals (or organizations) having direct (or indirect) ownership interests, separately (or in combination), of 5 percent or more in the applicant (or facility)? (Indirect ownership interest is ownership in any entity higher in a pyramid than the applicant) Yes_X_ No___ (Note, if the applicant is a subsidiary of a "parent" corporation, the response is ‘Yes’)

Nova Leap Health Corp, and see Appendix G question 1. E. Will there be any individuals (or organizations) having ownership interest (equal to at least 5 percent of the facility's assets) in a mortgage or other obligation secured by the facility? Yes___ No_X_ F. Will there be any individuals (or organizations) that have an ownership or control interest of 5 percent or more in a subcontractor in which the applicant (or facility) has a direct or indirect ownership interest of 5 percent or more. (Also, please identify those subcontractors.) Yes___ No_X_ G.

Will there be any individuals (or organizations) having a direct (or indirect) ownership or control interest of 5 percent or more in the applicant (or facility), who have been direct (or indirect) owners or employees of a health care facility against which sanctions (of any kind) were imposed by any governmental agency? Yes___ No_ X_

H. Will there be any directors, officers, agents, or managing employees of the applicant (or facility) who have been direct (or indirect) owners or employees of a health care facility against which any sanctions were imposed by any governmental agency? Yes___ No_ X

APPENDIX G

Appendix G Ownership Information All applicants must complete this Appendix 1. List all officers, members of the board of directors, stockholders, and trustees of the applicant and/or ultimate parent entity. For each individual, provide their home and business address, principal occupation, position with respect to the applicant and/or ultimate parent entity, and amount, if any, of the percentage of stock, share of partnership, or other equity interest that they hold. Nova Leap Health Corp. (ultimate parent) Directors and Officers Name, Position with Nova Leap

Home Address

Principal occupation & Business Address

Number of Shares and Percentage Owned After Acquisition 2,5004,500 14.3%

Christopher Dobbin, President & CEO

5 Balwearie Lane, Halifax, NS

President & CEO, Nova Leap Health Corp. 37 Wentworth St, Suite 104, Dartmouth, NS

Dana Hatfield, Director

65 Sophia Street, Halifax, NS

CFO, Go Gold Resources 2000 Barrington Street, Halifax, NS

2,027,000 11.6%

6282 Jennings Street, Halifax, NS

VP Finance, Erdene Resource Development 9 Wyse Road, Suite 1480 Dartmouth, NS

1,020,000 5.8%

Glenn Jessome, Corporate Secretary

847 Greenwood Avenue, Halifax, NS

Lawyer 1969 upper water street, Halifax, NS

1,509,000 8.6%

Megan Spidle, CFO

44 Harness Trail, Hammonds Plains, NS

CFO, Nova Leap Health Corp. 37 Wentworth St, Suite 104, Dartmouth, NS

Michael O’Keefe, Director

125,000 <0.7%

2. For each individual listed in response to Question 1 above, list all (if any) other health care facilities or entities within or outside Rhode Island in which he or she is an officer, director, trustee, shareholder, partner, or in which he or she owns any equity or otherwise controlling interest. For each individual, please identify: A) the relationship to the facility and amount of interest held, B) the type of facility license held (e.g. nursing facility, etc.), C) the address of the facility, D) the state license #, E) Medicare provider #, F) any professional accreditation (e.g. JACHO, CHAP, etc.), and G) complete Appendix B ‘Compliance Report’ and submit it to the appropriate state agency. Chris Dobbin is the President & Head Executive of Nova Leap Health NH, LLC DBA Northern Family Home Care a) Shareholder of Nova Leap Health Corp., which indirectly owns Nova Leap Health NH, LLC. b) Home Care -Private Pay Only c) 41 Cottage Street, Littleton, New Hampshire, 03561, USA d) State License Number #: 04181 e) N/A, as there is no Medicare provider number. Only private pay. f) N/A, as there are no professional accreditations held. g) See Appendix B Chris Dobbin is the Co-owner & Director of Earth Angels Living Assistance Inc. a) Co-owner and Director b) Home Care -Private Pay Only c) 14 Inglis Place, Truro, Nova Scotia, Canada, B2N 4B4 d) N/A, as there is no license requirement in the province of Nova Scotia e) N/A, as there is no Medicare provider number. Only private pay. f) N/A, as there are no professional accreditations held. g) There is no regulatory agency that oversees this area for this facility Chris Dobbin is the Co-owner & Director of Earth Angels South Shore Inc. a) Co-owner and Director b) Home Care -Private Pay Only c) 101-42 Glen Allan Drive, Bridgewater, Nova Scotia, Canada, B4V 3N2 d) N/A, as there is no license requirement in the province of Nova Scotia e) N/A, as there is no Medicare provider number. Only private pay. f) N/A, as there are no professional accreditations held. g) There is no regulatory agency that oversees this area for this facility All other listed names from question 1 did not hold any role (officer, director, trustee, shareholder, partner, or any equity or otherwise controlling interest) in any other homecare agency outside of Nova Leap Health Corp’s Organizational structure. 3. If any individual listed in response to Question 1 above, has any business relationship with the applicant, including but not limited to: supply company, mortgage company, or other lending institution, insurance or professional services, please identify each such individual and the nature of each relationship. There are no individuals in question 1 that have a business relationship with the applicant that falls within the nature of these listed entities and or similarly associated secondary businesses.

4. Have any individuals listed in response to Question 1 above been convicted of any state or federal criminal violation within the past 20 years? Yes___ No_X_. •

If response to Question 4 is ‘Yes’, please identify each person involved, the date and nature of each offense and the legal outcome of each incident.

5. Please list all licensed healthcare facilities (in Rhode Island or elsewhere) owned, operated or controlled by any of the entities identified in response to Question 15 of the application. For each facility, please identify: A) the entity, applicant or principal involved, B) the type of facility license held (e.g. nursing facility, etc.), C) the address of the facility, D) the state license #, E) Medicare provider #, F) any professional accreditation (e.g. JACHO, CHAP, etc.), and G) complete Appendix B ‘Compliance Report’ and submit it to the appropriate state agency. Applicant- All About Home Care a) All About Home Care, LLC b) Home Care (Non-Skilled) Private Pay Only c) 438 East Main Road Middletown, Rhode Island, 02842, USA d) State License Number #: HNC02345 e) N/A, as only private pay f) CHAP g) See Appendix B Subsidiary Home Care facility owned by Nova Leap Health Corp (Canada)- Nova Leap Health NH, LLC DBA Northern Family Home Care a) Nova Leap Health NH, LLC, DBA Northern Family Home Care is a subsidiary homecare facility owned by Nova Leap Health Corp (Canada). b) Home Care (Non-Skilled) Private Pay Only c) 41 Cottage Street, Littleton, New Hampshire, 03561, USA d) State License Number #: 04181 e) N/A, as only private pay f) N/A g) See Appendix B Please note that both All About Home Care and Northern Family Home Care are/will be 100% owned by the head parent company, Nova Leap Health Corp (Canada). This is further shown in the organizational structure in Tab 2. 6. Have any of the facilities owned, operated or managed by the applicant and/or any of the entities identified in Question 5 above during the last 5-years had bankruptcies and/or were placed in receiverships? Yes___ No_X_ •

If response to Question 6 is ‘Yes’, please identify the facility and its current status.

TAB 1

Change In Effective Control Application ALL ABOUT HOME CARE, LLC, By NOVA LEAP HEALTH RI, INC. Question 11. Please provide a concise description of the services currently offered by the licensed entity and identify any services that will be added, terminated, expanded, or reduced and state the reasons therefore: All About Home Care currently offers a unique combination of comprehensive home care, skilled nursing and companionship services to Newport, Bristol, Kent, and South Counties. Established with a goal of enabling seniors to live independently in their homes, All About Home Care has supported clients since January 2003 and attained the Home Nursing Care Provider License January 2009. The current services include three Registered Nurses (2 FTEs), who provide supervision and training to about forty-four (44) Certified Nurse Assistants and approximately forty-one (41) Certified Homemakers. The Skilled Nursing services primarily consist of medication management, pre and post hospital care, insulin teaching and nutrition counseling. Certified Nurse Associates offer families assistance with personal care, such as, dressing, bathing and transferring. Certified Homemakers provide companionship and assistance with instrumental daily living activities such as; meal preparation, cleaning and laundry. We believe that by employing competent and well-educated staff and providing them with organized and responsive management, we are the home health care agency many Rhode Islanders seek, as they look for support in their homes. All About Home Care is dedicated to providing extraordinary care and brightening the lives of seniors every day. (1) Concise description of the services currently offered NURSING SERVICES Medication Management • Weekly, Bi-weekly, or Monthly Medication Packs • Cardio-Pulmonary Assessment • Post Hospital Care Monthly Injectable • Insulin Teaching / Management • Insulin Syringe Pre-Fill • Skin Assessment Modalities of Services: Registered Nurse • Blood Pressure / Vital Sign Management Cardiac Management • Bowel Management

• • • • • •

Monthly B-12 Injectable Insulin Management Diet Teaching Medication Reviews Packing of Medications Insulin Pre-Fill Supervision of Paraprofessional Staff

• • • • • • • • • • • •

Certified Nursing Assistants Personal Care Hygiene Doctor Appointments Dialysis Appointments Personal Outings Ambulation Assistance Errands and Marketing Meal Preparation Pharmacy Needs Housekeeping Tasks Laundry Needs Transportation Companionship

• • • • • • • • • •

Homemakers Doctor Appointments Dialysis Appointments Personal Outings Errands and Marketing Meal Preparation Housekeeping Tasks Laundry Needs Pharmacy Needs Transportation Companionship

Companions • Transportation • Personal Outings • Companionship AAHC reserves the sole right to approve or deny service based on their clinical judgment and the standing exclusionary criteria of AAHC, including the following:

1. Unstable psychiatric patients 2. Physically or verbally abusive patients 3. Patients that refuse treatment/service and do not have a guardian in place (2) Planned Additional Services: The Company (through appropriate, affiliated health care providers) plans to add additional services to clients including: • Care Coordination and Management • Chronic Care Management (3) Reduction or Elimination of Services: The Company does NOT plan to reduce or eliminate any services currently offered. (4) Scope of Services Professional nursing services are provided in accordance with the client’s plan of care, under the supervision of a registered nurse and include: o Initial and ongoing comprehensive assessments of the client’s needs. o Initiating the plan of care and revising as necessary o Providing those services and/or treatments requiring substantial and specialized nursing skill o Counseling and educating the client and family/caregiver regarding the disease process, self-care techniques, and prevention strategies o Initiating appropriate preventive and rehabilitative nursing procedures o Preparing clinical and progress notes o Coordination of services o Referral to other services as needed o Informing the physician and other staff of changes in the client’s needs o Evaluating the effectiveness of care Supervising licensed practical/vocational nurses and paraprofessionals providing services o Assigning home health aides to specific clients o Participating in in-service programs

Licensed practical/vocational nurses supplement the nursing care needs of the client as provided by the registered nurse. These include: o Providing services in accordance with organization policies o Preparing clinical and progress notes o Assisting the registered nurse or physician in performing specialized procedures and duties o Assisting the registered nurse in carrying out the plan of care o Assisting the client in learning appropriate self-care techniques

Certified Nurse Assistants duties include: o Assisting with personal hygiene o Assisting with ambulation and exercise o Providing reminders for medications that are ordinarily self-administered (per state regulations) o Reporting changes in the client’s condition o Providing nutritional support o Other supportive tasks as assigned o Homemaker/Companion services personnel provide clients with environmental support.

TAB 2

NOVA LEAP HEALTH CORP: ORGANIZATIONAL STRUCTURE

Nova Leap Health Corp (NLH.V)

Nova Leap Health Corp. Holdings, Inc. (Delaware)

100% Ownership

Nova Leap Health NH, LLC dba Northern Family Home Care

100% Ownership

Nova Leap Health RI, Inc. dba All About Home Care

100% Ownership

TAB 3

ALL ABOUT HOME CARE, LLC Irongate I, Suite 202 438 East Main Road Middletown, Rhode Island 02842 Outreach and Charity Care Policy 1.

Purpose. It shall be the policy of All About Home Care, LLC located at Irongate I, Suite

202, 438 East Main Road, Middletown, RI 02842 (the “Facility”) to provide free care to patients consistent with the charity care obligations imposed pursuant to the June 30, 2009 Report of the Health Services Council with respect to the Application of All About Home Care, LLC for initial licensure as a Home Nursing Care Provider Agency in Middletown which was adopted by the Rhode Island Department of Health pursuant to a July 1, 2009 letter from Raymond Rusin the Chief of the Office of Facilities Regulation. 2.

Qualifying Patients. The Facility will provide free care for the scope of services listed in

Exhibit A, attached hereto, to those patients who meet the charity care guidelines. Qualifying Patients will be those uninsured or underinsured patients with incomes up to 200% of the Federal Poverty Limits and with limited assets. Initial asset limits shall be $8,000 for an individual and $12,000 for a family, adjusted annually based on the consumer price index. Informational handouts and applications will be distributed to all prospective clients/patients, their families, and all referral sources utilized by the Facility. 3.

Charity Care Policy. The Facility agrees it will neither bill Qualifying Patients for services

nor collect any fees for provision of such services in order to satisfy its charity care obligations. 4.

Outreach. The Facility shall establish an Outreach Program as follows: 4.1

Outreach Coordinator. The Facility shall designate an Outreach Coordinator who

shall be responsible for outreach efforts on behalf of the Facility.

The Outreach

Coordinator shall be the Director of Nursing, the position presently held by Kerry Murphy, RN. 4.2

Outreach Package. At the time of initial contact, the Facility will distribute an

Outreach Package to all prospective clients/patients, their families, and all referral sources. The Outreach Package shall include the following: a cover letter informing the reader of the existence of the Facility’s Charity Care Policy, Exhibit B, Summary Provisions of the Charity Care Policy, Exhibit C, and a Charity Care Application, Exhibit D. The Service Inquiry Form, Exhibit E, will require that all prospective clients/patients receive the Outreach Materials. A Referral Log, Exhibit F, of each referral source, shall be maintained by the Director of Nursing. The Referral Log will indicate the date and method utilized to distribute the Outreach Package. The Service Inquiry Form and the Referral Log will act as a control to ensure the timely delivery of the Outreach Package to all parties. 5.

Monitoring. 5.1

Review of Outreach. The Outreach Coordinator shall review the effectiveness of

the outreach efforts of the Facility, at a minimum, on a semi-annual basis. The Outreach Coordinator shall report to the Executive Director upon completion of any review. If the Facility’s charity care goal is not being met, the Outreach Coordinator will suggest alternative outreach methods for consideration and implementation. The Facility shall take all reasonable efforts suggested by the Outreach Coordinator to reach its charity care goal and create an effective Outreach Program.

2

Re: All About Home Care, LLC’s Outreach Package We are pleased to inform you that to fulfill our mission of providing quality care to the people of Rhode Island who may be uninsured or underinsured, All About Home Care, LLC offers an Outreach Program. Accordingly, All About Home Care, LLC will provide services free of charge to any client or patient who qualifies for charity care. Qualifying applicants will be those uninsured or underinsured clients or patients with incomes up to 200% of the Federal Poverty Limits and with limited assets of $8,000 for an individual and $12,000 for a family. For your consideration, we have attached a Summary of Charity Care Policy together with an application. If you have any questions regarding All About Home Care, LLC’s charity care policy or provisions, please telephone our office at (401) 846-0727. You may also fax us at (401) 619-0780. We look forward to working with you in the future and hope that our Charity Care Policy will allow our clients and patients to receive necessary services without regard to their ability to pay.

Sincerely,

Kathleen S. Devlin Executive Director All About Home Care, LLC



All About Home Care, LLC Summary Provisions of Charity Care Policy Patients who do not have insurance may qualify for Charity Care based on their monthly or annual income and their family size. Applicants having insurance may also be eligible for Charity Care for the portion of their bill that is not covered by insurance, including deductibles, coinsurance, and non-covered services. The attached application will be used by clients and patients to apply for Charity Care from All About Home Care. Translation services and assistance is available to all applicants. Confidentiality All information provided is considered confidential and will not be released to any entity without the applicant’s express permission for such release. Eligibility To qualify for Charity Care a patient's medical expenses must outweigh the ability to pay. An applicant’s annual income must be 200% or less of the Federal Poverty Guidelines. Charity Care Guidelines for 2017 (200% of the Federal Poverty Measure) Persons in Family

Year – 2017

1

$24,120

2

$32,480

3

$40,840

4

$49,200

5

$57,560

6

$65,920

7

$74,280

8

$82,640

Financial Information Proof of Income is required. Acceptable proof is a current Federal Income Tax return (if you did not file Federal Income Tax, you will need to call the IRS at 1-800-829-1040 and request letter #1722, which states you did not file). Income of all wage earners in the household is to be reported. If you are a dependent who is claimed on another family member’s income tax return, we require that income to be reported on the application and a copy of their most recently completed Federal Income Tax return. In addition, we require copies of paychecks and bank statements for the three most current months.

Income Income is defined as: salaries, wages, self employment income, child care income, rental income, unemployment compensation, temporary disability, child support, alimony, workers compensation, veteran’s benefits, social security payments, dividend income, interest income, royalties, private and public pensions, public assistance, strike benefits, net lottery winning, one time insurance payment, injury compensation received in the calendar year in which the financial aid is sought.

Assets The asset protection threshold is the maximum amount of assets that may be held and still allow the patient/guarantor to be eligible for charity care. Assets are defined as cash, cash-equivalents and other hard assets that can be converted into cash including; cash on hand, savings accounts, checking accounts, certificate of deposit (CD’s), money market accounts, stocks (common and preferred), bonds, mutual funds, IRAs, 401 (k) s, 403 (b) s, 457s, cash in value of life insurance policies, personal property, motor vehicles other than for personal use, second homes and rental properties. Asset Exemption Excluded from assets are primary residence and motor vehicle for personal use. Approval Notification The applicant shall be notified in writing within ten (10) working days after receipt of the Charity Care application and any supporting materials as to whether the patient qualifies for the Charity Care Program. When the applicant is notified that she/he is eligible for Charity Care, the applicant shall receive a letter that states Charity Care eligibility extends for one year, barring any change in the financial condition of the patient and family.

Continuing Eligibility The initial eligibility period is one year. Each applicant will have to re-apply at the end of each twelve-month period for Charity Care. If there is a change in financial circumstances during the initial or subsequent twelvemonths, such as income or family status, an update or new application must be completed. Falsification of Information Applicants who falsify the information provided on the Charity Care application will no longer be eligible for the program and will be held responsible for all charges incurred while enrolled in the program retroactively to the first day that charges were incurred under the program. Denial If an applicant is denied Charity Care, the applicant shall be informed within ten (10) working days of the denial. All reason(s) for denial shall be provided at that time and the applicant shall have the right to appeal the decision. Appeal Each patient denied Charity Care may petition e All About Home Care within thirty (30) days for reconsideration based on extenuating circumstances. The patient will be notified of the appeal process in the correspondence informing the patient of the Charity Care denial.

CHARITY CARE APPLICATION Please Attach a Copy of:

Please Return All Forms to:

•

Most recent Federal Tax Form 1040

Kathleen S. Devlin

•

Three (3) Current Monthly Paychecks or Social

Executive Director

Security Determination

All About Home Care, LLC

•

Three (3) Current Monthly Bank Statements

438 East Main Road, Suite 202

•

Proof of RI Residency – Driver’s license or

Middletown, RI 02842

government issued card

Name: Social Security #: Spouse’s Name: Social Security#: Address: Home Phone #:

Other Phone #:

Guarantor Name: Relation to Client: Social Security #: Address: Home Phone #:

Other Phone #:

Any client who is claimed as a dependent on another individual’s income tax return must report the income of the other individual(s) as well as their own. Are you claimed as a dependent? Yes:_____ No:_____ If YES, Monthly income and assets must also be reported by the person(s) claiming the patient as a dependent. Family members must receive at least 50% of their support from the client/guarantor to be included in the family size calculation. Number of Dependents:__________________

INCOME-MONTHLY

1. Total wages of Client: (Attach copy of paycheck stub) 2. Employer Name and Address: 3. Spouse’s Name: 4. Total wages of Spouse: (Attach copy of paycheck stub) 5. Employer Name and Address: 6. Total wages of Guarantor: (Attach copy of paycheck stub) 7. Employer Name and Address: 8. Self Employment Income: 9. Child Care Income: 10. Rental Income: 11. Unemployment Compensation: 12. Disability Payments: 13. Child Support & Alimony: 14. Worker’s Compensation: 15. VA Benefits: 16. Social Security Payments: 17. Dividend & Interest Income: 18. Royalties: 19. Pensions: 20. Public Assistance: 21. Other:

TOTAL MONTHLY INCOME:__________________

TOTAL ANNUAL INCOME:______________

ASSETS

1. Savings: 2. Checking: 3. Certificates of Deposit (CD): 4. Money Market Accounts: 5. Saving Bonds: 6. Stocks: 7. Bonds: 8. Mutual Funds: 9. IRAs: 10. 401K s : 11. 403 K s: 12. 457 s: 13. Cash in Value of Life Insurance: 14. Personal Property 15. 2nd Home & Rental Property: 16. 2nd Motor Vehicle: 17. Other: TOTAL ASSETS: I REQUEST ALL ABOUT HOME CARE, LLC TO MAKE A DETERMINATION OF ELIGIBILITY FOR FINANCIAL AID. I UNDERSTAND THAT THIS INFORMATION IS CONFIDENTIAL AND SUBJECT TO VERIFICATION BY ALL ABOUT HOME CARE. I ALSO UNDERSTAND THAT IF THE INFORMATION I PROVIDED IS FALSE, I MAY BE DENIED FINANCIAL AID AND BE LIABLE FOR PAYMENT FOR THE SERVICES PROVIDED BY ALL ABOUT HOME CARE. I HEREBY ATTEST THAT THE INFORMATION IN THIS APPLICATION IS COMPLETE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND THAT I UNDERSTAND THE PROCESS AND MY RESPONSIBILITIES.

Signature: Reviewer Signature: Approved: Comments:

Date: Date: Denied:

Date:

TAB 4

7. Please identify any planned actions of the applicant to reduce, limit, or contain health care costs and improve the efficiency with which health care services are delivered to the citizens of this state. All About Home Care’s Planned actions to reduce, limit, or contain health care costs and improve the efficiency with which health care services are delivered to Rhode Island citizens:

-

All About Home Care is committed to working and partnering with agencies in our area that provide quality home care services, such as Visiting Nurse Services of Newport and Bristol Counties, Bayada Home Health Care, and Cowesett Home Care. All About Home Care is private pay and does not accept any insurance, except long term care insurance. Most, if not all, the home care agencies in our area, accept Medicare, Medicaid or third party insurance. It is important that a patient can use their insurance to cover as much of the health care cost as possible, but in many instances, there are services and home care supports that are not allowable by the insurance system’s policies and practices. The private pay system allows the patient and their family to receive the services necessary to remain safely in their home with the supports that they need to make them comfortable and better able to manage their situation. Therefore, it is important that we work together with outside agencies to form a cohesive team which offers all necessary services and provides a continuation of services following a patient’s discharge from the home care service that is limited by regulations and rules of insurance. Agencies committed to working with Medicare, Medicaid and insurance companies are often time-limited. Many times the patient and their family feel more comfortable with additional services, which they are willing to pay for privately. The addition of the services provided by All About Home Care coupled with the services provided by the home care companies offering Medicare, Medicaid and health insurance, provides a greater success of efficiency with which health care services are delivered in Rhode Island.

-

All About Home Care will continue to work towards reducing readmission to our hospitals with a care transition model of home health care. At the onset, we engage the entire care team – patients and their family, informal caregivers, and additional service providers – all in collaboration with the patient’s physician. Our care transition services offer our patient early engagement practices which include following the patient from the hospital into their home and services designed to streamline the plan of care and medication management. We offer condition-specific coaching and we provide education and reinforcement of the discharge information. We work towards reducing poor communication with physicians and other members of the patient’s care team and help to eliminate medication errors and missed doctor appointments. We are able to recognize red flags (signs/symptoms) that might have gone undetected and reduce the decline of a patient’s health. We are always trying to interrupt the pattern of frequent acute hospital and emergency department use, if possible.

-

All About Home Care has recently considered offering our community a program we have been calling, “Welcome Home”. This program would provide a block of hours to transition a patient from the hospital to home and include, a Registered Nurse, a Certified

Nurse Assistant, a Certified Homemaker and a’ la carte services that might include transportation, case management, etc. This package would provide five hours of Registered Nurse service, three hours of Certified Nurse Assistant service, and five hours of Certified Homemaker service for one flat rate. “Welcome Home” would start before discharge from the hospital with information gathering and the Registered Nurse’s attendance at the discharge planning meeting. The service would be offered for the first three days following discharge from the hospital. A ’la carte service would be an additional time allotment and an additional cost. The Registered Nurse service would include, but not be limited to, discharge planning, assessment, care plans, staff supervision, education, and medication management. The Certified Nurse Assistant care would include, but not be limited to, personal care, stand-by-assists, and any assistance with daily activities necessary. The Certified Homemaker will include, but not be limited to, picking up the new medication from the pharmacy, cleaning the old food out of the refrigerator, grocery shopping for new food based on nutritional information from the discharge plan. Meals would be prepared by the Homemaker and served to the patient that are again, based on the nutrition plan. The Homemaker will wash all linens from before hospitalization and freshen up the bedroom and bathroom. In addition, the Homemaker will be responsible for house cleaning any areas that were not taken care of prior to hospital admission such as, washing dishes, vacuuming, pet care, trash removal, etc. This plan has been designed to assist the client that had an emergency admission, does not have family or friends that can help, and had to leave their home without any prior notice. They may not be able to drive home from the hospital or travel to the pharmacy and may be arriving home to a kitchen with spoiled food in the refrigerator, dirty dishes that have sat in the sink and on the counter for days, and a cat that the neighbor was feeding, but not taking exceptional care of the litter box. They need medication, but do not understand the new dosage and they are not sure what pills need to be picked up at the pharmacy and what current pills should be properly discarded. They are supposed to follow a new diet, but cannot get to the food store to get the recommended foods. And personal care is a difficult challenge as they struggle to move around their home and feel uncomfortable showering without anyone around in case they fall. The list of possibilities goes on and on, but our goal with the “Welcome Home” package is to meet the needs of each individual client and, again, reduce readmission to the hospital with improved and necessary home health care.

TAB 5

ALL ABOUT HOME CARE, LLC NURSING POLICY Subject:

Quality Assurance

Objective: •

•

• •

•

• •

The development and distribution of written standards of conduct, as well as written policies and procedures that promote the home health agency’s commitment to compliance; To ensure that issues related to quality assurance and performance improvement are reported directly to the Executive Director and Director of Nursing and Administration; The development and implementation of regular, effective education and training programs for all employees; The creation and maintenance of a process, such as a hotline or other reporting system, to receive complaints, and the adoption of procedures to protect the anonymity of complainants and to protect whistleblowers from retaliation; The development of a system to respond to allegations of improper/illegal activities and the enforcement of appropriate disciplinary action against employees who have violated internal compliance policies, applicable statutes, regulations, or federal health care program requirements; The use of audits and/or other evaluation techniques to monitor compliance and assist in the reduction of identified problem areas; The investigation and remediation of identified systemic problems and the development of policies to address these issues.

POLICY: It is the policy of All About Home Care, LLC to focus on selected clinical activities to evaluate the effectiveness of the agency's performance and patient care management practices. The agency will use a set of integrated processes designed to monitor and improve the quality of patient care and to identify, evaluate, and correct actual or potentially harmful circumstances that may adversely affect client safety and treatment. Patient care management, performance improvement and patient safety will be included. To evaluate quality assurance and patient care management, we will evaluate the clients’ care environment, review client clinical records, utilize case conference reviews, and obtain feedback forms, utilize audit tools, questionnaires and interviews to survey

employees' and client's opinions and perceptions about the quality of care and satisfaction regarding care received. Data relevant to performance is collected over time and analyzed for improvement opportunity. Measurement of key processes and functions will be done using indicators that have been identified and clarified by leadership. The following areas will be tracked: • • • • • • • • • • • • • • • •

Nursing Department Updates Client Incidents Staff Injuries Environmental Safety Referrals Complaints and Grievances Client Case Review Varied Policy Review Benchmark Review Educational Updates (Training/In-services) Staff Census and Turnover Contract Review Employee Satisfaction Client Satisfaction Employee Supervision Client Assessments and 60-day Visits

Findings are documented and reviewed at the Performance Improvement meeting and the Advisory Board meeting to understand variation, interpretation of results, recommendations on next steps and responsibility for action and follow-up. The summary is developed based on the processes targeted for improvement and includes: 1. Structural Indicators – Provide data that basic structures are in place and operating effectively and efficiently, such as, answering machines and services, cell phones, computer systems, telephony, computer back-up systems, etc. 2. Competency Indicators – Document and monitor the ability of staff to perform safely and effectively in a given setting with assigned tasks. 3. Process Indicators – The following criteria are used to identify the organization’s key processes: high volume, high risk and problem prone. Processes are included for intense assessment when: a. performance is significantly different from comparable organizations b. performance varies significantly from agency standards

c. a process is prioritized by the Executive Director and the Director of Nursing. When a process has been prioritized to be improved, a systematic approach is used, which includes: - Identifying the improvement expected and how it will be measured. - Strategies for implementing the changes, including accountability and time frames. - Re-designing the process and re-testing if appropriate d. there are important single events, such as an accident or incident involving a client or an employee. 4. Outcome Indicators – Measures a change in status from one identified point to another 5. Client Satisfaction, Employee Satisfaction, Compliments, Complaints Indicators are monitored and reported until all issues/problems are resolved.

Quality Assurance practice – The Quality Assurance Policy defines the details of how AAHC strives to implement QA. In addition, the following description of the Performance Improvement Program and the Professional Advisory Committee meetings defines how we utilize these meetings to organize, review, and implement changes based on the data tracked and gathered each quarter. Performance Improvement Program Meeting: The purpose of the meeting is to define performance improvement as a continuous process that involves measuring how well the organization meets its’ mission through a planned, systematic process of monitoring and evaluation. The Executive Director and the Director of Nursing and Administration set the priorities for improvement and allocate the appropriate resources to achieve the performance goals. Our processes are designed and continuously improved to meet the needs and expectations of our customers: patients/clients, employees and others. The plan is driven by the goal to improve organizational performance, and processes and systems are evaluated based on their value from both quality and cost effectiveness. Performance Improvement Program Team: Members and Responsibilities 1. Executive Director • Foster awareness of organizational strategic goals • Accountable for the quality of services • Delegate to the administration the responsibility for overseeing the plan • Receive summary reports and relevant performance improvement data • Participate in discussion and decisions concerning prioritizing improvement projects as well as other improvement activities 2. Director of Nursing and Administration • Develop service area goals and make improvement recommendations • Collaborate on improvement priorities with the Executive Director • Assure that adequate resources are allocated • Responsible for reporting/tracking to state and federal agencies • Report to Executive Director any concerns, ideas, or issues 3. Human Resource Generalist • Facilitate Performance Improvement Program meetings • Collect and organize the data from all areas that have been tracked • Share the data that has been tracked with the Performance Improvement Program members for their review and comments

• • •

Identify opportunities for improvement within the scope of service of HR Maintain involvement in quality activities that support the organization’s mission, vision, customer service and process improvement goals Take minutes

The Performance Improvement Program is reflective of All About Home Care’s full scope of services and requires collaboration among caregivers, clients and administration for problem identification and resolution. This is achieved through a coordinated systematic approach to monitoring key functions and processes. The program also recognizes that the patient/client and family are important partners in improving patient safety, and, as such are included in care planning and risk reduction processes. The Performance Improvement Program will meet quarterly to review the quality assurance information from the previous quarter. The Performance Improvement Program will report findings at Advisory Board Meetings each quarter. Quality assurance information will be presented for interpretation and assessment to ensure that All About Home Care’s programs and services are effective, appropriate, adequate and efficient. Professional Advisory Committee Meeting: Members and Responsibilities The Professional Advisory Committee consists of: - One physician (not owner or employee of AAHC) - One registered nurse (represents the clients/patients of AAHC) - One elder law attorney (not owner or employee of AAHC) - One Executive Director (Administrator of AAHC) - One Human Resource Generalist (represents the employees of AAHC) - One Office Manager/Recruiter 1. Executive Director • Facilitate Advisory Board meetings • Review and explain organizational strategic goals and plans • Explain relevant performance improvement data • Review and explain financial data • Discuss system changes, major purchases and any restructuring being considered • Participate in discussion and decisions concerning all aspects of AAHC 2. Director of Nursing and Administration • Explain the service area goals being developed and improvement recommendations to be considered • Address any concerns regarding allocation of adequate resources

• • 3.

Report the outcome of any tracking completed for state and federal agencies Review specific client/patient cases with the Advisory Board seeking guidance and ideas to resolve concerns and issues

Human Resource Generalist • Collect and organize data for review • Review all data that has been garnished over the last quarter and report findings • Identify opportunities for improvement • Share information relating to the quality activities that support the organization’s mission, vision, customer service and process improvement goals

4. Office Manager-Recruiter • Take minutes • Identify opportunities for improvement • Share information relating to the quality activities that support the organization’s mission, vision, customer service and process improvement goals 5. Physician • Consider and comment on goals being developed and discuss improvement recommendations • Consider and comment on organizational strategic goals and plans • Consider and comment on performance improvement data • Consider and comment on financial data • Consider and comment on system changes, major purchases and any restructuring being considered • Consider and comment on improvement projects and activities • Consider and comment on allocation of adequate resources • Consider and comment on tracking completed for state and federal agencies • Consider and comment on specific client/patient cases highlighted by the Director of Nursing and Administration. Assist with resolution, guidance and ideas to resolve the concerns and issues highlighted 6.

Attorney at Law specializing in elder law • Consider and comment on goals being developed and discuss improvement recommendations • Consider and comment on organizational strategic goals and plans • Consider and comment on performance improvement data • Consider and comment on financial data • Consider and comment on system changes, major purchases and any restructuring being considered

• • • •

Consider and comment on improvement projects and activities Consider and comment on allocation of adequate resources Consider and comment on tracking completed for state and federal agencies Consider and comment on specific legal issues highlighted by the Executive Director, Director of Nursing and Administration or Human Resource Generalist. Assist with resolution, guidance and ideas to resolve the concerns and issues highlighted

TAB 6

Financing Plan & Financial Statements

1. Please provide a detailed description about the amount and source of the equity and debt commitment for this transaction. (NOTE: If debt is contemplated as part of the financing, please complete Appendix E). Additionally, please demonstrate the following: A. The immediate and long-term financial feasibility of the proposed financing plan; B. The relative availability of funds for capital and operating needs; and C. The applicant’s financial capability

Financing Plan Nova Leap Health Corp. was incorporated under the Canada Business Corporations Act on November 16, 2015 and completed its IPO on the TSX Venture Exchange in April 2016 and is listed under the symbol NLH.V. Nova Leap Health Corp. Holdings, Inc. (Delaware) and Nova Leap Health NH, LLC were formed in July 2016 and Nova Leap completed its first asset purchase (from Northern Family Home Care Inc.) of a non-medical, private pay home care business in October 2016 for $240,000. Nova Leap is a Home Care services company that is pursuing a strategy of growing through acquisitions and organically in the U.S. market. Its goal is to assist clients with essential activities of daily living so they can remain in their homes. To date, Nova Leap has pursued a private pay strategy in a highly fragmented industry. Nova Leap is led by President & CEO, Chris Dobbin, with direct industry and transaction experience. Mr. Dobbin is the Co-Owner of Earth Angels Living Assistance Inc., the largest private duty, non-medical home care provider in rural Nova Scotia, Canada. Mr. Dobbin is also the Founder of Precipice Capital, has been named one of Atlantic Canada’s Emerging Leaders, and has received national recognition as the recipient of the 2013 EMDA Private Debt Deal and 2012 EMDA Private Equity Deal of the Year Awards. Nova Leap has been financed primarily through the issuance of shares and convertible debentures. $1.8M has been raised since the formation of Nova Leap in November 2015 with $950,000 from founders. Working Capital of Nova Leap (public company and head office expenses) is funded through equity financing and management anticipates that will continue for the foreseeable future. The Corporation incurred significant losses in its first year of operations due to the nature of the process of creating a public company. Significant professional fees (legal, audit and tax) were incurred to complete the incorporation, initial public offering and qualifying transaction.

The $1.2M payable to acquire the business assets of All About Home Care will be financed through a combination of debt and equity ($600K/$600K) at the parent company level with 100% equity injected into Nova Leap Health RI, Inc. Nova Leap is in the process of raising up to $1M through the issuance of units (1 common share and ½ share purchase warrant) to the public market to finance both the acquisition and the future working capital needs to the parent company. Nova Leap finance the remaining $600K through Canadian lender. The Company believes that its working capital position and available capital and access to capital are sufficient to continue operations into the future.

A consolidated pro-forma statement of financial position of the combined entity follows.

Nova Leap Health Corp. Unaudited Pro Forma Consolidated Statement of Financial Position As at December 31, 2016

(United States dollars)

Nova Leap Health Corp. Notes to Unaudited Pro forma Consolidated Financial Statements (United States Dollars) December 31, 2016 Nova Leap

AAHC, LLC

Combined

Adjustments Total

Pro Forma

ASSETS Current assets Cash and cash equivalents Accounts receivable Prepaid expenses Total current assets

$ $ $ $

148,275 17,949 11,486 177,710

$ $ $ $

193,763 129,772 323,535

$ $ $ $

342,038 147,721 11,486 501,245

$ -$ $ $

216,580 129,772 86,808

Non-current assets Property and equipment Intangilbe assets and goodwill Deferred income taxes Prepaid expenses Total non-current assets

$ $ $ $ $

185,700 28,056 213,756

$ $ $ $ $

2,142 9,900 500 12,542

$ $ $ $ $

2,142 195,600 28,056 500 226,298

-$ $ $ -$ $

2,142 1,190,100 500 1,187,458

TOTAL ASSETS

$

391,466 $

336,077 $

727,543 $

Current liabilities Accounts payable and accrued liabiltiies Customer deposits Total current liabilities

$ $ $

67,804 $ $ 67,804 $

47,651 $ 51,592 $ 99,243 $

115,455 -$ 51,592 -$ 167,047 -$

47,651 $ 51,592 $ 99,243 $

67,804 67,804

Non-current liabilities Convertible debentures Term loan Total non-current liabilities

$ $ $

178,280 $ $ 178,280 $

$

178,280 -$ $ 178,280 $

178,280 $ 600,000 $ 421,720 $

600,000 600,000

TOTAL LIABILITIES

$

246,084 $

99,243 $

345,327 $

322,477 $

667,804

$ $

510,801 $ 116,109 $

100 $ $

510,901 $ 116,109 $

$ -$

7,991 $ 489,519 $

$ 236,734 -$

7,991 $ 252,785 -$

$ 286,734 -$

$

145,382 $

236,834 $

382,216 $

951,789 $ 1,334,005

$

391,466 $

336,077 $

727,543 $

1,274,266 $ 2,001,809

$ $ $ $

558,618 17,949 11,486 588,053

$ $ 1,385,700 $ 28,056 $ $ 1,413,756

1,274,266 $ 2,001,809

LIABILITIES

-

$

SHAREHOLDERS' EQUITY Capital stock Contributed surplus Accumulated other comprehensive income Deficit TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

1,238,523 $ 1,749,424 $ 116,109 7,991 539,519

Nova Leap Health Corp. Unaudited Pro forma Consolidated Statement of Financial Position (United States Dollars) December 31, 2016 1. Basis of presentation The unaudited pro forma consolidated statement of financial position as at December 31, 2016 has been compiled from the audited consolidated financial statements for the Nova Leap Health Corp. (“Nova Leap” or the “Corporation”) as at December 31, 2016 and gives effect to the completion of the asset acquisition of the business assets of All About Home Care, LLC (“AAHC”) as described in Note 2. The unaudited pro forma consolidated statement of financial position is based on estimates and assumptions set forth in the notes to the pro forma consolidated statement of financial position. The pro forma consolidated statement of financial position is being provided solely for informational purposes and is not necessarily indicative of the Corporation’s financial position that might have been reported for the date indicated, nor is it indicative of the consolidated financial position of the Corporation on the completion of the acquisition. The pro forma consolidated statement of financial position should be read in conjunction with the financial statements of the Corporation and AAHC also contained in TAB 6.

2. Acquisition The Corporation has entered into a definitive asset purchase agreement with All About Home Care, LLC dated April 20, 2017 (the "Definitive Agreement") to purchase substantially all of the business assets of AAHC located in Rhode Island, USA (“the Acquisition”). The Acquisition is subject to financing, approval of the home health care license transfer by the state of Rhode Island and TSX Venture Exchange approval. Pursuant to the terms of the Definitive Agreement, Nova Leap’s U.S. subsidiary, Nova Leap Health RI, Inc. (the “Nova Leap Subsidiary”), will acquire the Business Assets from AAHC for a total purchase price of US$1,200,000. The Corporation estimates the costs associated with closing the Transaction to be $50,000. IFRS 3, Business combinations has been applied in the accounting for the acquisition. The exchange rate used for purposes of converting CAD to USD was $1.35, which was the exchange rate on December 31, 2016.

3. Financing a)

In March 2017, the Corporation completed a non-brokered private placement for net proceeds of $508,623 through the issuance of 3,500,000 Units at a price of $0.20 per unit. Each unit is comprised of one common share of the Company and a one-half common share purchase warrant. Two half warrants entitle the holder to acquire one common share of the Company for $0.35 for a period of 24 months from the closing date. All securities issued pursuant to this private placement are subject to a 4 month hold period that expires on July 11, 2017.

b) Concurrent with the Acquisition, Nova Leap has undertaken a non-brokered private placement to raise up to $1 million CAD ($740,740 USD) by the sale of units of the Company at a price of $0.20 CAD per unit. Each unit is comprised of one common share of the Company and a one-half common share purchase warrant. Two half-warrants entitle the holder to acquire one common share of the Company for $0.35 CAD for a period of 24 months from the closing date of this private placement. The proceeds from the

Nova Leap Health Corp. Notes to Unaudited Pro forma Consolidated Financial Statements (United States Dollars) December 31, 2016 3. Financing (continued) b) private placement will be used to partially fund the Acquisition and for general working capital purposes. The costs related to the private placement are estimated to be $15,000 CAD ($11,111 USD). c)

Convertible debentures will be repaid in May 2017 in conjunction with the private placement described above.

d) In conjunction with the Acquisition, the Corporation expects to obtain term debt of $600,000USD repayable over 5 years with market interest rates. 4.

Estimates

The preparation of the pro forma statement of financial position requires management to make critical judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the pro forma statement of financial position. Actual results could differ from those estimates. In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. Those estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will be materially affect the methodology or assumptions utilized in making those estimates and judgements in these pro forma statement of financial position. The estimates and judgements used in determining recorded amounts for assets and liabilities in the pro forma statement of financial position include the following: a.

Accounting for acquisitions

Management must assess whether the acquisition of property should be accounted for as an asset purchase or business combination. This assessment impacts the accounting treatment of transaction costs, the allocation of the costs associated with the acquisition and whether or not goodwill is recognized. The Corporation’s acquisitions are generally determined to be business combinations as the Corporation acquires an integrated set of processes as part of the transaction. As such, the purchase price will be allocated to the identifiable assets with the remainder amount, if any, allocated to goodwill. The transaction costs will be expensed.

TAB 7

Nova Leap Health Corp.

Consolidated Financial Statements For the period from November 16, 2015, date of incorporation, to December 31, 2016

(United States dollars)

Independent auditor’s report Grant Thornton LLP Suite 1100 2000 Barrington Street Halifax, NS B3J 3K1 T +1 902 421 1734 F +1 902 420 1068 www.GrantThornton.ca

To the Shareholders of Nova Leap Health Corp. We have audited the accompanying consolidated financial statements of Nova Leap Health Corp., which comprise the statement of financial position as at December 31, 2016, and the statements of loss and comprehensive loss, changes in equity and cash flows for the period from November 16, 2015 (date of incorporation) to December 31, 2016, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Audit • Tax • Advisory Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Nova Leap Health Corp. as at December 31, 2016, and its consolidated financial performance and cash flows for the period from November 16, 2015 (date of incorporation) to December 31, 2016 in accordance with International Financial Reporting Standards. Emphasis of Matter

Without modifying our opinion, we draw attention to Note 1 to the consolidated financial statements which indicates the existence of a material uncertainty that may cast significant doubt about Nova Leap Health Corp.’s ability to continue as a going concern.

Halifax, Canada March 9, 2017

Audit • Tax • Advisory Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

Chartered Professional Accountants Licensed Public Accountants

Nova Leap Health Corp. Consolidated Statement of Financial Position (United States dollars) As at December 31, 2016

$ ASSETS Current assets Cash and cash equivalents Accounts receivable Prepaid expenses

148,275 17,949 11,486

Total current assets

177,710

Non-current assets Intangible assets (notes 3 and 4) Goodwill (notes 3 and 5) Deferred income tax asset (note 13)

5,700 180,000 28,056

Total non-current assets

213,756

TOTAL ASSETS

391,466

LIABILITIES Current liabilities Accounts payable and accrued liabilities

67,804

Non-current liabilities Convertible debentures (note 7)

178,280

TOTAL LIABILITIES

246,084

SHAREHOLDERS’ EQUITY Capital stock (note 8) Contributed surplus (note 10) Accumulated other comprehensive income Deficit

510,801 116,109 7,991 (489,519)

TOTAL SHAREHOLDERS’ EQUITY

145,382

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

391,466

Going concern (note 1) Subsequent events (note 17)

The accompanying notes form an integral part of these consolidated financial statements.

Approved on behalf of the Board of Directors “Chris Dobbin”

(signed)

“Michael O’Keefe”

Director

(signed)

Director

Nova Leap Health Corp. Consolidated Statement of Changes in Shareholders’ Equity (United States dollars) For the period from November 16, 2015, date of incorporation, to December 31, 2016

Common shares

Share capital $

Contributed surplus $

Accumulated other comprehensive income $

Deficit $

Total equity

-

-

-

-

-

-

Shares issued for cash (note 8) Shares issued for cash, net of issuance costs (note 8) Stock based compensation (note 9) Equity component of convertible debentures (note 7) Net loss for the period Other comprehensive income for the period

10,000,000 3,500,000

357,192 153,609

-

-

-

357,192 153,609

-

-

107,975

-

-

107,975

-

-

8,134

-

-

8,134

-

-

-

7,991

(489,519) -

(489,519) 7,991

Balance – December 31, 2016

13,500,000

510,801

116,109

7,991

(489,519)

145,382

Balance – November 16, 2015

The accompanying notes form an integral part of these consolidated financial statements.

$

Nova Leap Health Corp. Consolidated Statement of Loss and Comprehensive Loss (United States dollars) For the period from November 16, 2015, date of incorporation, to December 31, 2016

$ Revenues Home care Operating expenses Salaries and benefits Home care office

39,991 43,626 12,206 55,832

Corporate and administrative expenses Allowance for doubtful sales tax receivable (note 16) Amortization (note 4) Consulting fees, salaries & benefits Foreign exchange gain Impairment loss (note 4) Insurance Investor relations and shareholder communications Office and other Professional fees (note 11) Stock based compensation (note 9) Subscriptions and conferences Transfer, filing and listing fees Travel

36,172 3,244 60,125 (1,622) 51,056 2,250 32,292 6,357 169,011 94,314 6,801 22,315 17,084 499,399 515,240

Loss from operating activities Net finance expense Finance income Finance expense

895 3,230 2,335 28,056 489,519

Deferred income tax recovery (note 13) Net loss Items that will be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations

7,991

Total comprehensive loss

Weighted average number of shares outstanding during the period (note 2l)

481,528

11,015,207

Basic and diluted loss per share

The accompanying notes form an integral part of these consolidated financial statements.

$ (0.04)

Nova Leap Health Corp. Consolidated Statement of Cash Flows (United States dollars) For the period from November 16, 2015, date of incorporation, to December 31, 2016

$ Cash provided by (used in) Operating activities Net loss for the period Allowance for doubtful sales tax receivable (note 16) Amortization of intangible assets (note 4) Deferred income tax recovery (note 13) Impairment loss (note 4) Stock based compensation (note 9) Effective interest on convertible debentures Unrealized foreign exchange gain/loss Net changes in non-cash working capital balances related to operations Increase in accounts receivable Increase in prepaid expense Increase in sales tax recoverable Increase in accounts payable and accrued liabilities

Investing activities Acquisition of Northern Family Home Care (note 3) Financing activities Proceeds from issuance of common shares, net of share issue costs (note 8) Proceeds from issuance of convertible debentures (note 7)

(489,519) 36,172 3,244 (28,056) 51,056 94,314 3,216 (3,420)

(17,949) (11,486) (36,172) 65,286 (333,314)

(240,000) 524,462 197,127 721,589

Cash and cash equivalents – beginning of period Cash and cash equivalents – end of period

The accompanying notes form an integral part of these consolidated financial statements.

148,275

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 1.

Nature of operations and going concern Nature of operations Nova Leap Health Corp. (the "Corporation") is the parent company and was incorporated under the Canada Business Corporations Act on November 16, 2015. The Corporation completed its Qualifying Transaction (“QT”) o n October 13, 2016. The principal activities of the Corporation and its subsidiaries (the “Group”) is to provide non-medical home care to clients. These consolidated financial statements include the accounts of the Corporation and its United States subsidiaries, Nova Leap Health Corp. Holdings, Inc. and Nova Leap Health NH, LLC from the date of their formation on July 22, 2016. The registered head office of the Corporation is located at Founder's Corner, 37 Wentworth Street, Unit 104, Dartmouth, NS B2Y 2S9, Canada. The audited consolidated financial statements were approved by the Board of Directors on March 9, 2017. Going concern The Corporation completed its QT on October 13, 2016 and had no source of revenue and incurred losses from the date of incorporation until the close of the QT. The Group is currently operating the home care services company in New Hampshire that it acquired through its subsidiary Nova Leap Health NH, LLC, doing business as Northern Family Home Care (“NFHC”). The Group continues to incur operating losses. The Group is pursuing a strategy of near term expansion and organic growth in New Hampshire and is also exploring further acquisition opportunities in Northeastern United States. The Group’s consolidated financial statements as at December 31, 2016 have been prepared on the basis of International Financial Reporting Standards applicable to a going concern, which assumes the Group will continue in operation for the foreseeable future realizing its assets and settling its liabilities and commitments in the normal course of business. There is significant doubt about the appropriateness of the going concern assumption as the Group incurred a net loss for the period of $489,519 and has not yet generated profit from operations. The continuing operations of the Group are dependent on its ability to develop profitable operations in the future and to raise adequate financing, if necessary. Management’s view is that working capital is sufficient, but if necessary, additional working capital can be obtained from internal and external sources to meet the Group’s liabilities and commitments. The Group has raised funds through equity and convertible debt offerings and has a private placement underway to raise additional funds (See Note 17 – Subsequent events). There can be no assurance that the group will be successful in achieving profitability or raising additional cash to finance operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Group be unable to continue as a going concern, and these adjustments could be material.

2.

Significant accounting policies Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). a)

Basis of measurement The consolidated financial statements are prepared on a historical cost basis except for any financial assets and liabilities classified as available for sale or fair value through profit and loss which are stated at fair value, stock based compensation plans and convertible debentures.

(8)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) b)

Basis of consolidation The consolidated financial statements consolidate those of the parent company and its subsidiaries, all of which have a reporting date of December 31. All transactions and balances between Group companies are eliminated on consolidation, including unrealized gains and losses on transactions between Group companies. Amounts reported in the consolidated financial statements of the subsidiaries have been adjusted where necessary to ensure consistency with accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

c)

Business combinations The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

d)

Foreign currency translation Functional and presentation currency The consolidated financial statements are presented in United States dollars (“USD”), which is also the functional currency of the subsidiaries. The functional currency of Nova Leap Health Corp., the parent, is Canadian dollars (“CAD”). USD was selected as the presentation currency due to the fact that the majority of the active business operations are in USD. Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at yearend exchange rates are recognized in profit or loss. Non-monetary items are measured at historical costs (transacted using the exchange rates at the transaction date) except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined. Foreign operations In the Group’s financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than the USD are translated into USD upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into USD at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into USD at the closing rate. Income and expenses have been translated into USD at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognized in the accumulated other comprehensive income in equity. On disposal of a foreign operation, the related cumulative translation differences recognized in equity are reclassified to profit or loss and are recognized as part of the gain or loss on disposal.

e)

Segment reporting The Group has one operating segment: home care. In identifying operating segments, management generally follows the Group’s service lines representing its main services. Corporate assets which are not directly attributable to the business activities of the operating segment are not allocated to the segment. This primarily applies to the Group’s head office.

f)

Cash and cash equivalents Cash and cash equivalents consist of cash on deposit and cash held in trust when cash held in trust is not restricted for use. Interest earned is recognized in the consolidated statement of loss and comprehensive loss. (9)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) g)

Intangible assets Initial recognition of intangible assets Customer lists acquired in a business combination that qualify for separate recognition are recognized as intangible assets at their fair values. Subsequent measurement All finite-lived intangible assets are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing (see note 2o). Customer lists are amortized over their estimated useful lives of 4 years.

h)

Goodwill Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognized. Goodwill is carried at cost less accumulated impairment losses (see note 2o).

i)

Convertible debentures The component parts of compound financial instruments (convertible debentures) issued by the Corporation are classified separately as financial liabilities and equity component in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the liability component is recognized at fair value, which is estimated using the borrowing rate available for similar non-convertible instruments. Subsequently, the liability component is measured at amortized cost using the effective interest method until extinguished upon conversion or at maturity. The value of the conversion option classified as equity component is determined at the date of issue by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This amount is recognized in equity, net of income tax effects, if any, and is not subsequently remeasured. When and if the conversion option is exercised, the equity component of convertible debentures will be transferred to share capital. If the conversion option remains unexercised at the maturity date of the convertible debentures, the equity component of the convertible debentures remains as a component of contributed surplus. No gain or loss is recognized upon conversion or expiration of the conversion option. Transaction costs related to the issue of convertible debentures are allocated to the liability and equity component in proportion to the initial carrying amounts. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the term of the convertible debenture using the effective interest method.

j)

Stock-based compensation The Corporation has a stock-based compensation plan that is described in note 9. The Corporation accounts for stock options using the fair value method by applying the Black Scholes model. The estimated fair value of all stock options granted is recorded in the statement of loss over their vesting periods except for amounts related to agents’ options on share issuances which are recorded as share issuance cost as outlined below. All share options are equity settled.

k)

Equity and reserves Share capital represents the nominal (par) value of shares that have been issued. Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued. Other components of equity include the following: • Translation reserve – comprises foreign currency translation differences arising from the translation of financial statements of the Group’s foreign entities into USD, the presentation currency of the Group. (10)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) l)

Loss per share The Group presents basic and diluted earnings per share data for its common shares. Basic earnings per share is calculated by dividing earnings attributable to equity shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share are determined by adjusting the weighted average number of common shares for the dilutive effect of share-based payments, employee incentive share units, and warrants using the treasury stock method (if, and when, applicable). Under this method, stock options, whose exercise price is less than the average market price of the Corporation’s common shares, are assumed to be exercised and the proceeds used to repurchase common shares at the average market price for the period. The incremental number of common shares issued under stock options and repurchased from proceeds is included in the calculation of diluted earnings per share. All share options and convertible debt are currently anti-dilutive; as a result, basic and diluted earnings per share are the same.

m) Revenue The Group generates home care revenues by providing services directly to clients. The Group receives payments for providing services from private individuals. Revenue is recognized at an hourly rate specified in client agreements and recognized as revenue at the time services are rendered and when collection is reasonably assured. n)

Income taxes The Group uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability is settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. Deferred income tax liabilities are recognized for all taxable temporary differences, except:

• Where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit; and

• In respect of taxable temporary differences associated with investments in subsidiaries, and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled by the parent, or venture and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

• When results from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• In respect of deductible temporary differences associated with investments in subsidiaries, and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

(11)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) o)

Impairment testing of goodwill and intangible assets For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cashgenerating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Group at which management monitors goodwill. Cash-generating units to which goodwill has been allocated (determined by the Group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the valuein-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors. Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cashgenerating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

p)

Significant management judgement The following are significant management judgments in applying the accounting policies of the Group that have the most significant effects on the financial statements. Recognition of deferred income tax assets and measurement of income tax expense Management continually evaluates the likelihood that its deferred tax assets could be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carryforward period. By its nature, this assessment requires significant judgment. Going concern The assessment of the Group’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meets its liabilities for the ensuing year, and to fund planned organic expansion and acquisitions, involves significant judgment based on historical experience and other factors including expectation of future events that are believed to be reasonable under the circumstances.

q)

Management estimates The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates. Estimates and assumptions that could have a significant impact on the amounts recognized in the consolidated financial statements are summarized below. Estimates are based on management’s best knowledge of current events and actions that the Group may undertake in the future.

(12)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) q)

Management estimates (continued) Impairment of goodwill and intangible assets Determining if there are any facts or circumstances indicating an impairment loss is a subjective process involving judgment and a number of estimates and interpretations in many cases. When an indication of impairment loss exists, the recoverable amount of the individual asset or the cash generating units must be estimated. In assessing impairment, the Group must make some estimates and assumptions regarding future circumstances, in particular, estimates of future market growth and trends, forecasted revenue and costs, expected periods the assets will be utilized, appropriate discount rates and other variables. Estimates and assumptions may change if new information becomes available. Stock based compensation The Corporation issued equity-settled stock based compensation to certain employees and third parties outside the Corporation. Equity-settled share-based payments are measured at fair value, excluding the effect of non-market based vesting conditions, at the date of grant. Fair value is estimated using the Black-Scholes pricing model and requires the exercise of judgment in relation to variables such as expected volatilities which are based on information available at the time the fair value is measured. Fair value measurement Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date. Business combinations Management uses valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. In particular, the purchase price allocation and amounts attributable to customer lists and goodwill are estimated using fair value techniques and is dependent on a number of factors including estimates of future market growth and trends, forecasted revenue and costs, expected periods the assets will be utilized, appropriate discount rates and other variables. The Group bases its fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

r)

Financial instruments The Group has classified its cash and cash equivalents and accounts receivables as “Loans and receivables”. After its initial measurement, it is measured at amortized cost using the effective interest method, less any provision for impairment. All financial instruments are recorded initially at fair value. In subsequent periods, all financial instruments are measured based on the classification adopted for the financial instrument, including: held to maturity, loans and receivables, fair value through profit or loss (“FVTPL”), available for sale, FVTPL liabilities or other liabilities. FVTPL assets and liabilities are subsequently measured at fair value with the change in the fair value recognized in net income (loss) during the period. Held to maturity assets, loans and receivables, and other liabilities are subsequently measured at amortized cost using the effective interest rate method. Available for sale assets are subsequently measured at fair value with the changes in fair value recorded in other comprehensive income (loss), except for equity instruments without a quoted market price in an active market and whose fair value cannot be reliably measured, which are measured at cost. The Group has classified its financial instruments as follows: • Cash and cash equivalents / sales tax recoverable – Loans and receivables • Accounts receivable – Loans and receivables • Accounts payable and accrued liabilities - other liabilities • Convertible debentures – other liabilities (13)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) r)

Financial instruments (continued) Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows: Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts. There are no financial instruments measured at fair value on the Consolidated Statement of Financial Position as at December 31, 2016.

s)

Future accounting standards issued but not yet applied Several new standards and amendments to standards and interpretations are effective for annual periods beginning on or after January 1, 2017 and have not been applied in preparing these consolidated financial statements. Accordingly, the Group expects to adopt these standards as set forth below. i)

IFRS 9, Financial Instruments In July 2014, the IASB published IFRS 9 which replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 introduces improvements which include a logical model for classification and measurement of financial assets, a single, forward-looking “expected loss” impairment model and a substantiallyreformed approach to hedge accounting. IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018. Earlier adoption is permitted. The Group has yet to assess the impact of this new standard on its consolidated financial statements.

ii)

IFRS 15, Revenue from Contracts with Customers IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’, and several revenue-related Interpretations. The new standard establishes a controlbased revenue recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and other common complexities. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018. Management has started to assess the impact of IFRS 15 but is not yet in a position to provide quantified information.

iii)

IFRS 16, Leases IFRS 16 was issued by the IASB in January 2016 and supersedes IAS 17, Leases. The new standard brings most leases on the balance sheet for lessees under a single model and eliminates the distinction between operating and finance leases. Lessor accounting remains largely unchanged. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019. The Group is currently evaluating the impact of IFRS 16 on its consolidated financial statements.

iv)

IAS 7, Statement of Cash Flows New accounting standard amendment requiring entities to provide disclosures that enable users of the financial statements to evaluate changes in liabilities arising from financing activities. IAS 7 is effective for annual periods beginning on or after January 1, 2017. The Group does not expect the adoption of IAS 7 amendments to have a significant effect on its consolidated financial statements.

(14)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 2.

Significant accounting policies (continued) s)

Future accounting standards issued but not yet applied (continued) v) IAS 12, Income Taxes New accounting standard amendment clarifying how to account for deferred tax assets related to debt instruments measured at fair value. IAS 12 is effective for annual periods beginning on or after January 1, 2017. The Group does not expect the adoption of IAS 12 amendments to have a significant effect on its consolidated financial statements as it does not currently have any debt instruments classified as available-for sale assets.

3.

Business combination On October 13, 2016, the Corporation acquired the home care assets (“Significant Assets”) of Northern Family Home Care, Inc. located in New Hampshire, USA. Pursuant to the terms of the Definitive Agreement, the Corporation’s U.S. subsidiary, Nova Leap Health NH, LLC, acquired the Significant Assets from Northern Family Home Care Inc. for a total purchase price of US$240,000. The acquisition fulfilled the requirements for the Corporation’s Qualifying Transaction and is in line with the objective of management to acquire private home care businesses in the United States. The details of the business combination are as follows: Fair value of consideration transferred Cash Recognized amounts of identifiable net assets Intangible assets (customer lists) Goodwill

$240,000 $60,000 180,000 $240,000

Identifiable net assets The fair value of the customer lists acquired as part of the business combination amounted to $60,000. Goodwill Goodwill of $180,000 is primarily related to growth expectations, expected future profitability and the assembled workforce. Acquisition costs Total acquisition costs of $56,604 are included in professional fees on the Consolidated Statement of Loss and Comprehensive Loss. Contribution to Group results A loss of $19,084 was incurred for the period from the date of acquisition, October 13, 2016, to the reporting date, primarily due to one-time office set up costs. Revenue for the period from the date of acquisition, October 13, 2016, to the reporting date was $39,991. If the Significant Assets had been acquired on November 16, 2015, revenue of the Group for the reporting period would have been $327,418 and loss for the year would have decreased by $4,167. 4.

Intangible assets

Balance, beginning of period Addition Amortization Impairment loss Balance, end of period

Customer lists $ 60,000 (3,244) (51,056) 5,700

(15)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 4.

Intangible assets (continued) An impairment loss of $51,056 was recognized for customer lists. The recoverable amount of the asset is its value-in-use, determined based on the decline in average hours for which caregivers provided home care services to key clients obtained through the purchase of the Significant Assets of Northern Family Home Care Inc. The discount rates reflect appropriate adjustments relating to market risk and specific risk factors and was 19.2%. All amortization and impairment charges are included within amortization and impairment loss.

5.

Goodwill

Balance, beginning of period Addition Balance, end of period

Goodwill $ $180,000 $180,000

Impairment testing For annual impairment testing, goodwill is allocated to the operating segments expected to benefit from the synergies of the business combination in which the goodwill arises. The recoverable amount of the segment was determined based on value-inuse calculation, covering a detailed five-year forecast, followed by an extrapolation of expected cash flows for the remaining periods using a growth rate determined by management. The recoverable amount of the home health care segment is greater than the carrying amount of goodwill. The present value of the expected cash flows of the home health care segment is determined by applying a suitable discount rate reflecting current market assessments of the time value of money and risks specific to the segment. As at December 31, 2016, the Group only had one cash-generating unit and the goodwill was allocated in its entirety to this CGU. Discount rates The discount rates reflect appropriate adjustments relating to market risk and specific risk factors the cash-generating unit and was 17.5%. Cash flow assumptions The forecast is based on a growth of client service hours from the actual at a rate of 25 hours per month on average to reflect the ongoing execution of the Group’s strategy to expand geographically and increase hourly billing rates for new clients. The recoverable amount exceeds the carrying amount by approximately $30,000. The client service hours growth rate would have to be approximately 16% lower in order for the cash-generating unit's recoverable amount to be equal to its carrying amount. The recoverable amount is also sensitive to discount rates. The discount rate would have to be approximately 1.25% higher in order for the cash-generating unit's recoverable amount to be equal to its carrying amount. Management is not currently aware of any other probable changes that would necessitate changes in its key estimates. 6.

Capital management The Group manages its capital structure and adjusts it, based on the funds available to the Group, in order to support the identification and evaluation of further home care business or asset acquisitions and continue as a going concern. The Group considers capital to be shareholders’ equity and convertible debentures. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Group’s management to sustain future development of the business. Additional funds may be required to finance further acquisitions and corporate and administrative expenses.

(16)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 7.

Convertible debentures December 31, 2016 $ 178,280 178,280

Convertible debentures – bearing interest at 7.5% maturing October 2018

Of the balance above, $124,796 are convertible debentures held by directors or companies controlled by directors. On October 25, 2016, the Corporation completed a non-brokered private placement by the issuance of convertible debentures for proceeds of $186,529 USD ($250,000 CAD). The debentures will mature in 24 months, bear interest at the rate of 7.5% per annum and contain a conversion price of CAD $0.20 per common share of the Corporation. Any common shares of the Company issued upon conversion of the convertible debentures will be subject to Exchange Tier 2 escrow. For purposes of determining the fair value of the liability component, an effective interest rate of 10% was used which is the estimated market rate that the Corporation would have obtained for a similar financing without the conversion option. The liability component is accreted up to the face value of the debenture over the term of the debentures as an interest expense. The initial carrying amount of the convertible debentures was allocated as follows: $ 178,395 8,134 186,529

Liability Equity

The equity component was assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Interest shall be payable in arrears annually, commencing on October 25, 2017 and subsequently on the 25th of each year. Interest expense in included in finance expense on the Consolidated Statement of Loss and Comprehensive Loss. 8.

Capital stock a.

Authorized: Unlimited number of common shares, without nominal or par value

b. Issued and outstanding:

Shares issued for cash Shares issued for cash, net of share issue costs

Number of Shares 10,000,000 3,500,000 13,500,000

Value $ 357,192 153,609 510,801

During the period, the Corporation issued 10,000,000 common shares at CAD $0.05 per share for proceeds of $357,192 USD ($500,000 CAD), which are subject to an escrow agreement. The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Venture Exchange and terms of escrow agreement and will be released from escrow in stages over a period of up to three years after the date of the Company receiving the final Exchange acceptance of the Qualifying Transaction. At December 31, 2016, 9,000,000 shares were in escrow. On April 26, 2016, the Corporation completed an Initial Public Offering issuing 3,500,000 shares at CAD $0.10 per share for gross proceeds of $275,979 USD ($350,000CAD). The capital stock value is net of share issuance costs of $122,370 USD ($166,371 CAD) of which $13,661 USD ($17,325 CAD) relates to the valuation of the agent options issued and constitutes a non-cash item. (17)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 9.

Stock based compensation The Corporation has a common share purchase option plan (the "Plan") for directors, officers, employees and consultants, subject to shareholder approval. The total number of options issued and outstanding at any time cannot exceed 10% of the issued and outstanding common shares of the Corporation unless shareholder and regulatory approvals are obtained. Options granted under the Plan have a ten-year term and are non-transferable. Options vest immediately upon granting and may be exercised until the greater of twelve months after the completion of the QT and ninety days following the date of termination of employment or holding office as a director or officer of the Corporation and, in the case of death, expire within one year thereafter. Options are granted at a price no lower than the market price of the common shares less any discounts allowed by the TSX Venture Exchange at the time of the grant. The changes in the stock options during the period from November 16, 2015, date of incorporation, to December 31, 2016 were as follows: Number of options Balance, beginning of period Granted Balance, end of period

1,700,000 1,700,000

Weighted average exercise price (CAD) $ 0.10 0.10

The following table summarizes information concerning outstanding option, all of which are exercisable at December 31, 2016: Expiry date

April 26, 2018 April 26, 2026

Number of options 350,000 1,350,000 1,700,000

Exercise price (CAD) $ 0.10 0.10 0.10

The weighted average contractual life outstanding as at December 31, 2016 is 7.68 years. On April 26, 2016, the Corporation granted 1,350,000 options to officers and directors of the Corporation. The options were priced at CAD $0.10 per share and expire on April 26, 2026. In addition to the options issued under the stock option plan, the Corporation also issued 350,000 options to the agent with an exercise price of CAD $0.10 per share and expire on April 26, 2018. In determining the stock based compensation expense, the fair value of options issued is estimated using the BlackScholes option pricing model. Expected volatility is estimated by considering historic average share price volatility of comparable companies due to the short trading history of the Corporation. The following weighted average assumptions were used in the Black-Scholes option pricing model for the period: Exercise price (CAD) Risk free interest rate Expected volatility Expected dividend yield Expected life Grant date fair value (CAD)

$0.10 1.38% 100% 0% 7.9 years $0.08

10. Contributed Surplus Opening balance Stock options – directors and officers Stock options – agents Equity component of convertible debenture Closing balance

$ 94,314 13,661 8,134 116,109 (18)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 11. Related party transactions Legal services were provided by a firm of which a shareholder of the Corporation is the sole lawyer practitioner. The cost of these services during the period was $62,597. Of the amounts incurred for legal services, $33,716 was included in share issuance costs and $28,881 as professional fees. These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount agreed to by the parties. During the year ended December 31, 2016, a company controlled by the CEO billed a total $2,561 for the rental of office space. Key management personnel Key management personnel of the Group are members of the Board of Directors, as well as the Chief Executive Officer, the Chief Financial Officer and the Corporate Secretary. Key management personnel remuneration for the period ended December 31, 2016 includes the following expenses:

Consulting fees and salary Stock based compensation

$22,925 $94,314 $117,239

12. Financial instruments Credit risk Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for various financial instruments, for example by granting receivables to customers and placing deposits. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at December 31, 2016, as summarized below: Classes of financial assets – carrying amounts Cash and cash equivalents Accounts receivable

$148,275 17,949 $166,224

In respect of trade account receivables, the Group is exposed to a certain level of credit risk as the amounts are uncollateralized. Credit risk for accounts receivable is the risk of loss associated with a client’s inability to fulfil its payment obligations. The largest exposure to credit risk is in relation to receivables. The Group mitigates credit risk by actively monitoring the aging of accounts receivable and regularly follows up on overdue accounts. As at December 31, 2016 management believes that counterparty concentrations are in the normal course of business and are not unusual. The credit risk for cash and cash equivalents is considered low as the Group maintains the majority of its cash with an accredited bank. Liquidity risk Liquidity risk is that the Group might be unable to meet its obligations. The Group’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2016, the Group had a cash and cash in trust balance of $148,275. The Group’s ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on the growth of the home care business acquired as well as future support of shareholders through public or private equity offerings. Refer to note 1, Going Concern.

(19)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 12. Financial instruments (continued) The following table shows the timing of cash outflows relating to accounts payable and accrued liabilities and convertible debentures.

Account payable and accrued liabilities Convertible debentures

< 1 year $ 67,804 -

1-2 years $ 178,280

3-5 years $ -

> 5 years $ -

Market risk The Group is exposed to market risk through its use of financial instruments and specifically to currency risk, which result from both its operating and financing activities. Foreign currency sensitivity The Group’s operations are carried out in USD. Exposure to currency exchange rates arise from the fact that the Group’s equity offerings have been denominated in CAD and will be denominated in CAD for the foreseeable future as the Corporation’s shares are listed on a Canadian stock exchange. Management’s intention is for the US operation to be cash flow positive within the first 12-18 months of operations therefore reducing the reliance on any need to use CAD equity or debt financing for working capital purposes. The Group’s exposure to CAD dollar currency risk was as follows:

Cash and cash equivalents Accounts payable & accrual liabilities Convertible debentures

CAD $ 180,059 (78,214) (240,092) (138,247)

Sensitivity to a plus or minus 1.0% change in the CAD dollar exchange rate would affect net loss and comprehensive loss and deficit by approximately $1,000. 13. Income taxes a) Losses The Group has non-capital tax losses of approximately $107,176 available for carry-forward to reduce future years’ taxable income. These non-capital tax losses expire in 2036. b) The Group’s provision for income taxes differs from the amount computed by applying the combined Canadian federal and provincial income tax rates to income (loss) before income taxes as a result of the following:

Statutory tax rate Loss before income taxes Income tax recovery based on substantively enacted rates Stock based compensation Acquisition costs Convertible debentures Share issue costs Effect of foreign tax rate differences Deferred tax asset not recognized Deferred income tax recovery

31% $ 517,575 160,448 (29,237) (17,047) (2,858) 37,934 6,312 (127,496) 28,056

(20)

Nova Leap Health Corp. Notes to Consolidated Financial Statements (United States dollars) December 31, 2016 13. Income taxes (continued) The enacted tax rates in Canada 31% and United States 40% where the Group operates are applied in the tax provision calculation. c) Deferred tax assets / (liabilities) arising from temporary differences and non-capital losses are summarized as follows: Canada 99,507 30,847 (2,858) (127,496) -

Non-capital loss carry-forwards Intangible assets and goodwill Share issuance costs Convertible debentures Valuation allowance Deferred tax asset (liability)

US 7,669 20,387 28,056

Total 107,176 20,387 30,847 (2,858) (127,496) 28,056

14. Segment reporting The Group’s revenues from external customers and its non-current assets are all attributable to the United States. Revenues from external customers are identified on the basis of the client’s geographical location. Non-current assets are allocated based on their physical location. 15. Operating leases The Group leases office space under an operating lease. The future minimum lease payments are as follows: Total

December 31, 2016

$ 11,200

Less than 1 year $ 6,720

1 – 5 years

After 5 years

$ 4,480

$ -

16. Allowance for doubtful sales tax receivable The Group has a balance of $36,172 for sales tax receivable from the Government of Canada. In the ordinary course of business, the Group is subject to audits by tax authorities. The Group is currently subject to audit by Canada Revenue Agency (“CRA”) for Input Tax Credits claimed by the Group for the period from the date of inception to December 31, 2016. While the Group believes that its tax filing position is appropriate, certain matters are under review by CRA. The audit is ongoing and the outcome is indeterminable at this time, as such, the Group recorded an allowance for the full amount. 17. Subsequent events Subsequent to December 31, 2016, the Corporation announced that it has undertaken a non-brokered private placement financing to raise up to $2,000,000 CAD by the sale of units of the Company at a price of CAD $0.20 per unit. Each unit is comprised of one common share of the Company and a one- half common share purchase warrant. Two half-warrants entitle the holder to acquire one common share of the Company for CAD $0.35 for a period of 24 months from the closing date of this private placement. The common shares and warrants are subject to a 4 month hold period. In connection with the offering, a finder’s fee may be paid consisting of a cash payment equal to up to 6% of the proceeds raised from this private placement and that number of non-transferable finder’s fee warrants as is equal to up to 6% of the number of common shares issued pursuant to this private placement at closing. Each finder’s fee warrant will be exercisable into one common share of the Company at CAD $0.35 per share for a period of 24 months from the closing date. The proceeds from the private placement will be used for general working capital purposes.

(21)

NOVA LEAP HEALTH CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD FROM NOVEMBER 16, 2015, DATE OF INCORPORATION, TO DECEMBER 31, 2016

BACKGROUND This Management’s Discussion and Analysis (“MD&A”) of Nova Leap Health Corp. (“Nova Leap” or “the Corporation”) is dated March 9, 2017 and provides an analysis of the Corporation’s operations for the period ended December 31, 2016. This MD&A should be read in conjunction with the audited consolidated financial statements and accompanying notes for the period ended December 31, 2016 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are in United States dollars (“USD”) unless otherwise specified. The financial statements are available on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com under the Corporation’s profile. The common shares of Nova Leap are traded on the TSX Venture Exchange under the symbol “NLH”. FORWARD-LOOKING INFORMATION Certain statements in this MD&A are forward-looking statements or information (collectively – forward-looking statements). Nova Leap is hereby providing cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “may”, “is expected to”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, “goals”, “objective” and “outlook”) are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties and other factors many of which are beyond the control of Nova Leap, that could influence actual results include, but are not limited to: lack of operating history; regulatory risks; substantial capital and liquidity requirements; financing risks and dilution to shareholders; competition; reliance on management and dependence on key personnel; conflicts of interest of management; exposure to potential litigation, and other factors beyond the control of Nova Leap. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Nova Leap undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of Nova Leap or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. See “Risk and Uncertainties”.

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CORPORATION OVERVIEW Nova Leap was incorporated pursuant to the Canada Business Corporations Act (“CBCA”) on November 16, 2015. The Corporation’s head office is located at Founder's Corner, 37 Wentworth Street, Unit 104, Dartmouth, NS B2Y 2S9, Canada. On April 26, 2016, the Corporation completed its initial public offering (the “Offering”) of 3,500,000 common shares at a price of CAD $0.10 per common share for gross proceeds to the Corporation of $275,978. From April 26, 2016 until October 13, 2016, the principal business of the Corporation was the identification, evaluation and completion of a Qualifying Transaction (“QT”) pursuant to Exchange Policy 2.4 – Capital Pool Companies, as disclosed in the Corporation’s prospectus dated February 19, 2016. The Corporation spent this period of time investigating prospective acquisitions and devoted all of its efforts to securing and establishing a new business. Accordingly, no operating revenue had been derived during the period from November 16, 2015, date of incorporation, to October 13, 2016. On October 13, 2016, the Corporation acquired the home care assets (“Significant Assets”) of Northern Family Home Care, Inc. located in New Hampshire, USA. Pursuant to the terms of the Definitive Agreement, Nova Leap’s U.S. subsidiary, Nova Leap Health NH, LLC (the “Nova Leap Subsidiary”), acquired the Significant Assets from Northern Family Home Care Inc. for a total purchase price of US$240,000. The acquisition fulfilled the requirements for Nova Leap’s Qualifying Transaction and is in line with the objective of management to acquire private home care businesses in the United States. In relation to the completion of the QT, on October 25, 2016, the Corporation completed a non-brokered private placement by the issuance of convertible debentures for proceeds of $186,529 USD ($250,000 CAD). The debentures will mature in 24 months, bear interest at the rate of 7.5% per annum and contain a conversion price of CAD $0.20 per common share of the Corporation. Any common shares of the Company issued upon conversion of the convertible debentures will be subject to Exchange Tier 2 escrow. Subsequent to December 31, 2016, the Corporation announced that it has undertaken a non-brokered private placement financing to raise up to $2,000,000 CAD by the sale of units of the Company at a price of CAD $0.20 per unit. Each unit is comprised of one common share of the Company and a one- half common share purchase warrant. Two half-warrants entitle the holder to acquire one common share of the Company for CAD $0.35 for a period of 24 months from the closing date of this private placement. The common shares and warrants are subject to a 4 month hold period. In connection with the offering, a finder’s fee may be paid consisting of a cash payment equal to up to 6% of the proceeds raised from this private placement and that number of non-transferable finder’s fee warrants as is equal to up to 6% of the number of common shares issued pursuant to this private placement at closing. Each finder’s fee warrant will be exercisable into one common share of the Company at CAD $0.35 per share for a period of 24 months from the closing date. The proceeds from the private placement will be used for general working capital purposes. Northern Family Home Care (“NFHC”) Northern Family Home Care was acquired by the Corporation on October 13, 2016 and is in the business of providing non-medical personal homecare serving families in New Hampshire. It offers personal care services in the areas of personal and oral hygiene, bathing and grooming, incontinence care, assistance with restroom use, assistance with daily eating, and live-in/24 hour care. It also provides companion care services in the areas of medication reminders, light housework, laundry and linens, and errands, meal planning and preparation, and grocery shopping. NFHC is headquartered at 41 Cottage Street, Unit 1, Littleton, New Hampshire. Future Outlook Nova Leap’s management will continue to organically grow business within New Hampshire. It is expected that cash generated from operations will be reinvested in NFHC to facilitate growth and increase market share.

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Nova Leap’s management has identified six key areas for growth. They are: 1) 2) 3) 4) 5) 6)

Expansion of geographical market; Expansion of service offerings; Increase in hourly billing rates; Change to the Corporation’s minimum weekly/hourly service requirements; Increased cooperation with long-term care facilities; and Increased cooperation with other industry participants.

Management believes that by focusing on these six key areas, along with continued investment in employee training, NFHC’s revenues will yield an above average return on Nova Leap’s investment. As part of the expansion plans for NFHC, Management has advertised for the position of Client Care Manager for the Lebanon, NH market. Lebanon is located approximately 90 minutes southwest of Littleton and is located in the South Western corner of Grafton county, an area not currently served by NFHC. It is anticipated that the position of Client Care Manager will be filled by April 30, 2017. As part of the plan to expand service offerings, the Corporation has begun the process of determining the requirements to apply for a license to provide skilled nursing services and with the intention of submitting the application in the coming months.

SELECTED ANNUAL INFORMATION

Revenue Net loss Net loss per share - Basic and diluted Total assets Long-term financial liabilities

From the date of incorporation, November 16, 2015, to December 31, 2016 $ 39,991 489,519 0.04 391,466 178,280

3

RESULTS OF OPERATIONS The audited consolidated financial statements for the period from November 16, 2015, date of incorporation, to December 31, 2016 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

$ Revenues Home care Operating expenses Salaries and benefits Home care office Corporate and administrative expenses Allowance for doubtful sales tax receivable Amortization Consulting fees, salaries & benefits Foreign exchange gain Impairment loss Insurance Investor relations and shareholder communications Office and other Professional fees Stock based compensation Subscriptions and conferences Transfer, filing and listing fees Travel Loss from operating activities

39,991 43,626 12,206 55,832 36,172 3,244 60,125 (1,622) 51,056 2,250 32,292 6,357 169,011 94,314 6,801 22,315 17,084 499,399 515,240

Nova Leap generates home care revenues by providing services directly to clients. The Corporation receives payments for providing services from private individuals. Revenue is recognized at an hourly rate specified in client agreements and recognized as revenue at the time services are rendered. $39,991 represents the revenue earned from the date of acquisition, October 13, 2016, to December 31, 2016. In the home care industry, employee compensation is generally the single largest expense. The employee compensation is generally made up of a variable component where caregivers are paid on an hourly basis, and a fixed component for salaried office staff. $43,626 represents the salaries and benefits paid to the home care providers and the full-time office administrator from the date of acquisition, October 13, 2016 to December 31, 2016. The corporate and administrative costs were primarily professional fees, consulting fees, regulatory and transfer agent fees related to the identification, evaluation and completion of the QT and the costs associated with operating a public company (regulatory fees, audit fees, transfer agent fees etc.).

4

SUMMARY OF QUARTERLY RESULTS A summary of quarterly results is included in the table below. The financial information is extracted from or derived from the Corporation’s unaudited interim financial statements and conform with IFRS. Prior to December 31, 2016, the Board of Directors changed the Corporation’s fiscal year end from October 31 to December 31 to facilitate efficiencies in the administration, accounting and production of the annual audited financial statements. For details regarding the length and ending dates of the financial periods, including the comparative periods, of the interim and annual financial statements to be filed for the Corporation’s transition year and its new financial year, reference is made to the Notice of Change of Fiscal Year End filed by the Company on SEDAR pursuant to National Instrument 51-102.

Revenue Net loss Net loss per share - Basic and diluted

Dec 31, 2016

Oct 31, 2016

Jul 31, 2016

Apr 30, 2016

$ 26,603 118,142

$ 13,388 187,874

$ 79,792

$ 95,958

Nov 16, 2015 to Jan 31, 2016 $ 7,753

0.01

0.01

0.01

0.01

0.00

The Corporation’s QT closed in October 2016 and active operations began with the acquisition of NFHC resulting in revenues recorded for the later part of October 2016 through December 31, 2016. The net loss to date primarily relates to the to the identification, evaluation and completion of the QT as well as an impairment loss recorded in the period ended December 31, 2016 for the customer list acquired. Goodwill was also testing for impairment and there was no impairment loss recorded as at December 31, 2016 based on testing performed. CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES Operating Activities The Company’s cash used in operating activities was $333,314 for the period from November 16, 2015, date of incorporation, to December 31, 2016. The operating activities were primarily costs of identifying, evaluating and completing the QT. Financing Activities The Corporation’s cash provided by financing activities for the period from November 16, 2015, date of incorporation, to December 31, 2016 was $721,589. Financing activities for the period were proceeds from the issuance of shares, net of share issue costs and proceeds raised from the issuance of convertible debentures. Investing Activities The Company had a net outflow from investing activities of $240,000 for the period from November 16, 2015, date of incorporation, to December 31, 2016 related to the acquisition of Northern Family Home Care. Liquidity The consolidated financial statements have been prepared on the basis of International Financial Reporting Standards applicable to a going concern, which assumes the realization of assets and settlement of liabilities in the normal course of business. Continuing operations as intended are dependent on management’s ability to raise required funding through future issuances of equity or debt, its ability to acquire targets or business interests and develop profitable operations or as combination thereof, which is not assured. As at December 31, 2016, the Corporation had working capital of $109,906. The Corporation’s expectations are based on the assumption that the Corporation will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. There can be no assurance that the Corporation will be able to obtain adequate financing in the future or, if available, that such financing will be on acceptable terms. If adequate financing is not available when required, the Corporation may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Corporation may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of

5

the Corporation’s shareholders and may result in dilution to the value of such interests. The Corporation’s future revenues are expected to be from health care based businesses. Contractual Obligations Payments Due by Period Contractual Obligations

Total

Less than 1 year

1 – 3 years

4 – 5 years

After 5 years

$

$

$

$

$

Debt (Convertible debentures) Operating Leases

185,638

-

185,638

-

-

11,200

6,720

4,480

-

-

Total Contractual Obligations

196,838

6,720

190,118

-

-

Capital Resources The Corporation had 1,700,000 stock options outstanding at December 31, 2016, which could, depending upon the Corporation’s share price, potentially bring in additional financing upon exercise. There is no certainty that the Corporation will receive these stock option proceeds over time as not all stock options may be exercised. The Corporation has undertaken a non-brokered private placement financing to raise up to $2,000,000 CAD by the sale of units of the Company at a price of CAD $0.20 per unit and is expected to close a first tranche in early March 2017. Each unit is comprised of one common share of the Company and a one- half common share purchase warrant. Two half-warrants entitle the holder to acquire one common share of the Company for CAD $0.35 for a period of 24 months from the closing date of this private placement. The common shares and warrants are subject to a 4 month hold period. In connection with the offering, a finder’s fee may be paid consisting of a cash payment equal to up to 6% of the proceeds raised from this private placement and that number of non-transferable finder’s fee warrants as is equal to up to 6% of the number of common shares issued pursuant to this private placement at closing. Each finder’s fee warrant will be exercisable into one common share of the Company at CAD $0.35 per share for a period of 24 months from the closing date. The proceeds from the private placement will be used for general working capital purposes. The private placement is subject to TSX Venture Exchange and other required regulatory approval. TRANSACTIONS WITH RELATED PARTIES Legal services were provided by a firm of which a shareholder of the Corporation is the sole lawyer practitioner. The cost of these services during the period was $62,597. Of the amounts incurred for legal services, $33,716 was included in share issuance costs and $28,881 as professional fees. These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount agreed to by the parties. During the year ended December 31, 2016, a company controlled by the CEO billed a total $2,561 for the rental of office space. Key management personnel Key management personnel of the Corporation are members of the Board of Directors, as well as the Chief Executive Officer, the Chief Financial Officer and the Corporate Secretary. Key management personnel remuneration for the period ended December 31, 2016 includes the following expenses:

6

Consulting fees and salary Stock based compensation

$22,925 $94,314 $117,239

OFF BALANCE SHEET ITEMS The Corporation has no off-balance sheet arrangements. OUTSTANDING SHARE DATA Authorized capital stock consists of an unlimited number of common shares without nominal or par value. As at the date of the Management Discussion & Analysis, there were 13,500,000 common shares of the Corporation issued and outstanding of which 9,000,000 were held in escrow. OUTSTANDING STOCK OPTIONS The Board of Directors of the Corporation has adopted an incentive stock option plan (“Option Plan”), subject to shareholder approval. Under the Option Plan, the Board of Directors of the Corporation may from time to time, in its discretion, and in accordance with the Exchange requirements and applicable securities legislation, grant to directors, officers, employees, consultants and management or employees of the Corporation, non-transferable options to purchase Common Shares, exercisable for a period of up to 10 years from the date of grant. The number of Common Shares reserved for issuance under the Stock Option Plan will not exceed 10% of the issued and outstanding Common Shares of the Corporation. The number of Common Shares reserved for issuance to any one individual Director or Officer may not exceed 5% of the issued and outstanding Common Shares and the aggregate number of Common Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Common Shares. Vesting terms are determined by the Board of Directors at the time of grant. On April 26, 2016, the Corporation granted stock options to its directors and officers to acquire an aggregate of 1,350,000 common shares at a price of CAD $0.10 per share, exercisable until April 26, 2026. The options issued vest immediately upon granting and may be exercised until the greater of twelve months after the completion of the QT and ninety days following the date of termination of employment or holding office as a director or officer of the Corporation and, in the case of death, expire within one year thereafter. Richardson GMP Limited (the “Agent”) acted as agent for the Offering was granted a non-transferrable option (“Agent’s Option”) to purchase 350,000 common shares of the Corporation equal to 10% of the number of common shares sold through the Offering. The Agent’s Option is exercisable for a period of 24 months at a price of CAD $0.10 per common share. FUTURE ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED Several new standards and amendments to standards and interpretations are effective for annual periods beginning on or after January 1, 2017 and have not been applied in preparing these consolidated financial statements. Accordingly, the Corporation expects to adopt these standards as set forth below. IFRS 9, Financial Instruments In July 2014, the IASB published IFRS 9 which replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 introduces improvements which include a logical model for classification and measurement of financial assets, a single, forward-looking “expected loss” impairment model and a substantiallyreformed approach to hedge accounting. IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018. Earlier adoption is permitted. The Corporation has yet to assess the impact of this new standard on its consolidated financial statements. IFRS 15, Revenue from Contracts with Customers IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’, and several revenue-related Interpretations. The new standard establishes a control-based revenue recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and other common complexities. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018. Management has started to assess the impact of

7

IFRS 15 but is not yet in a position to provide quantified information. IFRS 16, Leases IFRS 16 was issued by the IASB in January 2016 and supersedes IAS 17, Leases. The new standard brings most leases on the balance sheet for lessees under a single model and eliminates the distinction between operating and finance leases. Lessor accounting remains largely unchanged. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019. The Corporation is currently evaluating the impact of IFRS 16 on its consolidated financial statements. IAS 7, Statement of Cash Flows New accounting standard amendment requiring entities to provide disclosures that enable users of the financial statements to evaluate changes in liabilities arising from financing activities. IAS 7 is effective for annual periods beginning on or after January 1, 2017. The Corporation does not expect the adoption of IAS 7 amendments to have a significant effect on its consolidated financial statements. IAS 12, Income Taxes New accounting standard amendment clarifying how to account for deferred tax assets related to debt instruments measured at fair value. IAS 12 is effective for annual periods beginning on or after January 1, 2017. The Corporation does not expect the adoption of IAS 12 amendments to have a significant effect on its consolidated financial statements as it does not currently have any debt instruments classified as available-for sale assets. RISKS AND UNCERTAINTIES The following are certain factors relating to the business of the Corporation. These risks and uncertainties are not the only ones facing the Corporation. Additional risks and uncertainties not currently known to the Corporation, or that the Corporation currently deems immaterial, may also impair operations of the Corporation. If any such risks actually occur, the financial condition, liquidity and results of operations of the Corporation could be materially adversely affected and the ability of the Corporation to implement its plans could be adversely affected. Lack of Operating History The Corporation is a relatively new company with limited operating history. The Corporation was incorporated in November 2015 and completed its first home care business acquisition on October 13, 2016. It has yet to generate a profit from its activities. The Corporation will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Corporation anticipates that it may take several years to achieve positive cash flow from operations. Substantial Capital Requirements Substantial additional funds for the establishment of the Corporation’s planned operations will be required. No assurances can be given that the Corporation will be able to raise the additional funding that may be required for such activities. To meet such funding requirements, the Corporation may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Corporation or at all. If the Corporation is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion. Financing Risks and Dilution to Shareholders The Corporation has limited financial resources and is in early stages of operations. If the Corporation’s business plan is successful, additional funds will be required. There can be no assurance that the Corporation will be able to obtain adequate financing in the future or that such financing will be available on favorable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Corporation’s shareholders. Price Volatility of Public Stock In recent years, securities markets have experienced extremes in price and volume volatility. The market price of securities of many early stage companies, among others, have experienced fluctuations in price which may not

8

necessarily be related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Corporation’s shares will be subject to market trends generally and the value of the Corporation’s shares on a stock exchange may be affected by such volatility. Economic Conditions Unfavorable economic conditions may negatively impact the Corporation’s financial viability because of increased financing costs and limited access to capital markets. Dependence on Management The Corporation is very dependent upon the personal efforts and commitment of its existing management. To the extent that management’s services would be unavailable for any reason, a disruption to the operations of the Corporation could result, and other persons would be required to manage and operate the Corporation. Conflicts of Interest The Corporation’s directors and officers may serve as directors and officers, or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Corporation may participate, the directors and officers of the Corporation may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a conflict of interest arises, the Corporation will follow the provisions of the Business Corporations Act, Nova Scotia (“Corporations Act”) in dealing with conflicts of interest. These provisions state, where a director/officer has such a conflict, that the director/officer must at a meeting of the board, disclose his interest and refrain from voting on the matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of Nova Scotia, the directors and officers of the Corporation are required to act honestly, in good faith and in the best interest of the Corporation. Litigation The Corporation and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit. Operations Renewal of Home Care License To operate a Home Care Service Provider agency in the State of New Hampshire, a company is required to have a license that is in compliance with the New Hampshire Code of Administrative rules. Such a license is subject to periodical renewal, and as a result there is no assurance or guarantee that the Resulting Issuer will pass any future license renewal processes. If the license is not renewed it will impact the ability to generate future profits. The Corporation currently operates under a valid license. Competition The health care industry is intensely competitive. The Corporation competes with other companies that have greater financial resources. Competition could adversely affect the Corporation’s ability to expand in the future. FINANCIAL INSTRUMENTS The Corporation has classified its financial instruments as follows:  Cash and cash equivalents / sales tax recoverable – Loans and receivables  Accounts receivable – Loans and receivables  Accounts payable and accrued liabilities - other liabilities  Convertible debentures – other liabilities Loans and receivables, and other liabilities are subsequently measured at amortized cost using the effective interest rate method. Credit risk Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for various financial instruments, for example by granting receivables to customers and placing deposits. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at December 31, 2016, as summarized below:

9

Classes of financial assets – carrying amounts Cash and cash equivalents Accounts receivable

$148,275 17,949 $166,224

In respect of trade account receivables, the Group is exposed to a certain level of credit risk as the amounts are uncollateralized. Credit risk for accounts receivable is the risk of loss associated with a client’s inability to fulfil its payment obligations. The largest exposure to credit risk is in relation to receivables. The Corporation mitigates credit risk by actively monitoring the aging of accounts receivable and regularly follows up on overdue accounts. As at December 31, 2016 management believes that counterparty concentrations are in the normal course of business and are not unusual. The credit risk for cash and cash equivalents is considered low as the Group maintains the majority of its cash with an accredited bank. Liquidity risk Liquidity risk is that the Group might be unable to meet its obligations. The Corporation’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2016, the Corporation had a cash and cash in trust balance of $148,275. The Corporations’ ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on the growth of the home care business acquired as well as future support of shareholders through public or private equity offerings. The following table shows the timing of cash outflows relating to accounts payable and accrued liabilities and convertible debentures. < 1 year Account payable and accrued liabilities Convertible debentures

1-2 years

3-5 years

> 5 years

$ 67,804

$ -

$ -

$ -

-

178,280

-

-

Market risk The Group is exposed to market risk through its use of financial instruments and specifically to currency risk, which result from both its operating and financing activities.

Foreign currency sensitivity The Group’s operations are carried out in USD. Exposure to currency exchange rates arise from the fact that the Group’s equity offerings have been denominated in CAD and will be denominated in CAD for the foreseeable future. Management’s intention is for the US operation to be cash flow positive within the first 12-18 months of operations therefore reducing the reliance on any need to use CAD equity or debt financing for working capital purposes. The Corporation’s exposure to CAD dollar currency risk was as follows:

Cash and cash equivalents Accounts payable & accrual liabilities Convertible debentures

CAD $ 180,059 (78,214) (240,092) (138,247)

Sensitivity to a plus or minus 1.0% change in the CAD dollar exchange rate would affect net loss and comprehensive loss and deficit by approximately $1,000. ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE Additional disclosure concerning Nova Leap’s expenses are provided in the Corporation’s statement of loss and note disclosures contained in its financial statements for the period ended December 31, 2016. These statements are available on Nova Leap’s SEDAR Page Site accessed through www.sedar.com.

10

Dividends The Corporation has no earnings or dividend record and is unlikely to pay any dividends in the foreseeable future as it intends to employ available funds for corporate development. Any future determination to pay dividends will be at the discretion of the board of directors and will depend on the Corporation’s financial condition, results of operations, capital requirements and such other factors as the board of directors deem relevant. Management’s Responsibility for Financial Statements The information provided in this report, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements. In contrast to the certificate required under National Instrument 52-109 Certificate of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109, in particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i.

ii.

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Corporation in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance IFRS. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Nature of the Securities The purchase of the Corporation’s securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Corporation’s securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Proposed Transactions There are currently no significant proposed transactions. Approval The Board of Directors oversees management’s responsibility for financial reporting and internal control systems through an Audit Committee. This Committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Corporation. The Board of Directors of the Corporation has approved the financial statements and the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests its.

Dated: March 9, 2017

11

TAB 8

Financial Statements All About Home Care, LLC December 31, 2016 (in USD)

All About Home Care, LLC

Contents

Page Independent auditor’s report

1-2

Statement of financial position

3

Statement of income and comprehensive income

4

Statement of changes in owner's capital

5

Statement of cash flows

6

Notes to the financial statements

7-14

Independent auditor’s report Grant Thornton LLP Suite 1100 2000 Barrington Street Halifax, NS B3J 3K1 T +1 902 421 1734 F +1 902 420 1068 www.GrantThornton.ca

To the Owner of All About Home Care, LLC We have audited the accompanying financial statements of All About Home Care, LLC, which comprise the statement of financial position as at December 31, 2016, and the statements of income and comprehensive income, changes in owner’s capital and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. 1 Audit • Tax • Advisory Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of All About Home Care, LLC as at December 31, 2016, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards. Comparative information

Without modifying our opinion, we draw attention to Note 2 to the financial statements which describes that All About Home Care, LLC adopted International Financial Reporting Standards on January 1, 2016 with a transition date of January 1, 2015. These standards were applied retrospectively by management to the comparative information in these financial statements, including the statements of financial position as at December 31, 2015 and January 1, 2015, and the statements of income and comprehensive income, statement of changes in owner’s capital and statement of cash flows for the year ended December 31, 2015 and related disclosures. We were not engaged to report on the comparative information, and as such, it is unaudited.

Halifax, Canada April 13, 2017

Chartered Professional Accountants Licensed Public Accountants

2 Audit • Tax • Advisory Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

All About Home Care, LLC Statement of financial position (expressed in USD) December 31

2016

Assets Current Cash and cash equivalents Receivables

$

Property and equipment (note 5) Prepaids Intangible asset (note 6)

Liabilities Current Payables and accruals Customer deposits

193,763 129,772 323,535

$

2,142 500 9,900

2015

January 1, 2015

(unaudited)

(unaudited)

124,265 123,954 248,219

$

2,526 500 9,900

273,690 126,468 400,158 4,733 500 9,900

$

336,077

$

261,145

$

415,291

$

47,651 51,592 99,243

$

37,349 40,959 78,308

$

35,538 50,778 86,316

Owner’s capital Capital contribution (note 7) Owner’s capital

100 236,734 236,834 $

336,077

100 182,737 182,837 $

261,145

100 328,875 328,975 $

415,291

Subsequent event (note 10) Approved by

/s/

Owner

See accompany notes to the financial statements. 3

All About Home Care, LLC Statement of income and comprehensive income (expressed in USD) For the period ended December 31

2016

2015 (unaudited)

Revenues Home care Nursing services Other

$

Direct expenses Salary and payroll taxes – home care Salary and payroll taxes – nursing services

Gross profit Operating expenses Advertising Automobile Bank service charges Depreciation Dues and subscriptions Employee benefits Insurance IT expenses Office Outside services Professional fees Recruiting expenses Rent and occupancy costs Salaries and payroll taxes - administrative Travel and entertainment Utilities and phone

Operating income Finance income Net income and comprehensive income

$

1,055,476 1,014,601 20,715 2,090,792

$

1,205,800 830,856 20,269 2,056,925

620,369 584,062 1,204,431

745,157 464,317 1,209,474

886,361

847,451

3,002 372 17,153 3,308 6,135 47,813 50,330 13,589 24,705 1,675 51,191 2,008 25,252 337,857 35,104 14,010 633,504

3,014 5,911 14,070 7,350 5,530 36,764 53,540 14,557 25,541 1,182 38,752 4,483 24,333 308,253 31,526 14,526 589,332

252,857

258,119

33

231

252,890

$

258,350

See accompany notes to the financial statements. 4

All About Home Care, LLC Statement of changes in owner’s capital (expressed in USD) For the period ended December 31 Owner’s capital

Capital contribution

Total capital

2016 Opening, January 1, 2016

$

Owner’s draws Comprehensive income Ending, December 31, 2016

$

182,737

$

100

$

182,837

(198,893)

-

(198,893)

252,890

-

252,890

236,734

Owner’s capital

$

100

$

Capital contribution

236,834

Total capital

2015 (unaudited) Opening, January 1, 2015

$

Owner’s draws Comprehensive income Ending, December 31, 2015

$

328,877

$

100

$

328,977

(404,490)

-

(404,490)

258,350

-

258,350

182,737

$

100

$

182,837

See accompany notes to the financial statements.

5

All About Home Care, LLC Statement of cash flows (expressed in USD) For the period ended December 31

2016

2015 (Unaudited)

Increase (decrease) in cash and cash equivalents Operating activities Comprehensive income for the year Depreciation

$

Changes in non-cash working capital items Receivables Payables and accruals Customer deposits

252,890 3,308 256,198

$

(5,818) 10,302 10,633 15,117

2,514 1,811 (9,819) 5,494

271,315 Investing activities Purchase of property and equipment

Financing activities Owner’s draws

Net change in cash and cash equivalents Cash and cash equivalents Beginning of year End of year

$

258,350 7,350 265,700

260,206

(2,924) (2,924)

(5,141) (5,141)

(198,893) (198,893)

(404,490) (404,490)

69,498

(149,425)

124,265

273,690

193,763

$

124,265

See accompany notes to the financial statements. 6

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 1.

Nature of operations

All About Home Care, LLC (“AAHC” or the “Company”) was formed under the laws of Rhode Island, United States of America, on January 29, 2003. The Company’s registered office and principal place of business is 438 East Main Road, Suite 202, Middletown, Rhode Island 02842. The Company is in the business of providing private duty services that provide personalized support and services to enable those in need of medical and non-medical assistance to maintain living in a safe and healthy environment. These financial statements were approved by the sole proprietor of the Company on April 13, 2017. 2.

Basis of presentation

Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) that are in effect at the end of the reporting period. The Company’s significant accounting policies conform, in all material respects, to the recommendations of the IASB and are summarized in Note 3. These accounting policies have been used throughout all periods presented in the financial statements. This is the Company’s first annual financial statements prepared in accordance with IFRS. The Company has not presented financial statements for previous periods. The Company’s date of transition to IFRS was January 1, 2015 and there were no transitional adjustments to the opening owner’s capital balances. Basis of measurement The financial statements have been prepared on the historical cost basis except for any financial assets and liabilities classified as available for sale which are measured at their fair value where required by IFRS. Fair value is applicable to the measurement of certain financial instruments as described below. The Company’s functional and presentation currency is the US dollar. As such, these financial statements are presented in US dollars. Significant judgments, estimates and assumptions The preparation of the financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Judgments, estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods.

7

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 2.

Basis of presentation (continued)

Significant judgments, estimates and assumptions (continued) Allowance for doubtful accounts Management uses historical experience and knowledge of existing accounts when determining an estimate for an appropriate allowance for doubtful receivables. Allowances for doubtful accounts are recorded as a reduction to earnings in the period the allowance is identified. Impairment of long-lived assets Determining if there are any facts or circumstances indicating an impairment loss is a subjective process involving judgment and a number of estimates and interpretations in many cases. When an indication of impairment loss exists, the recoverable amount of the individual asset or the cash generating units must be estimated. In assessing impairment, the Company must make regarding future circumstances, in particular, estimates forecasted revenue and costs, expected periods the discount rates and other variables. Estimates and information becomes available.

3.

some estimates and assumptions of future market growth and trends, assets will be utilized, appropriate assumptions may change if new

Summary of significant accounting policies

Cash and cash equivalents Cash and cash equivalents includes cash on hand and balances held with banks with maturities of three months or less. Revenue recognition The Company’s principal source of revenue is derived from medical and non-medical home care services. Revenue is recognized as services are provided based on contractual arrangements with clientele and collection is reasonably assured. Revenue is initially recognized at fair value as determined by the terms of the service contract. For services in progress at year end, revenue is recognized to the extent that the service requirements of the contract have been executed. When determining the extent of revenue to be recognized for services in progress at year end, the Company considers both the nature and timing of the services provided. Customer deposits made by clients are based on the terms of their service agreements and are refunded to the client once they are no longer engaging the services of the Company. Interest income is recorded as it is earned. Depreciation Leasehold improvements, furniture, computers and equipment are initially measured at cost and subsequently measured at cost less accumulated amortization. Depreciation is provided for over the estimated useful lives of the assets using the straight-line method. Estimated useful lives of the Company’s assets are 1 – 7 years. 8

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 3.

Summary of significant accounting policies (continued)

Intangible asset Initial recognition of intangible asset Initiation fees paid for long term membership licenses are recognized as an intangible asset at fair value. Subsequent measurement Indefinite life intangible assets are not subject to amortization and are tested for impairment annually, or when events or circumstances indicate that the asset may be impaired. If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and any impairment loss is recognized in earnings. Impairment of long-lived non-financial assets Long-lived non-financial assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss, if any. The recoverable amount is the higher of fair value less costs of disposal and value-in-use. Income taxes AAHC is structured as a Limited Liability Company and as such, within the laws of the United States, any income from the operations are included in the taxable income of the owner. Provisions Liabilities are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. A provision is a liability of uncertain timing or amount. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects the current market assessments of the time value of money and the risk specific to the obligation. The increase in provision due to the passage of time is recognized as an interest expense. There are no provisions as at December 31, 2016. Financial instruments All financial instruments are classified into one of five categories: fair value through profit and loss, held to maturity, loans and receivables, available for sale financial assets, or other financial liabilities. All financial instruments are initially measured in the statement of financial position at fair value plus transaction costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value.

9

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 3.

Summary of significant accounting policies (continued)

Financial instruments (continued) Subsequent measurement and changes in fair value will depend on their initial classification, as follows: • Fair value through profit and loss financial instruments (“FVTPL”) are measured at fair value and changes in fair value are recognized in net income; • Available for sale financial assets are measured at fair value with changes in fair value recorded in other comprehensive income until the financial asset is derecognized or impaired at which time the amounts would be recorded in profit or loss; and • Loans and receivables, held to maturity investments, and other financial liabilities are measured at amortized cost using the effective interest method. The Company has classified its financial instruments as follows: Asset/liability Cash and cash equivalents Receivables Payables and accruals Customer deposits

Classification Loans and receivables Loans and receivables Other financial liabilities Other financial liabilities

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows: • Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and • Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts. There are no financial instruments measured at fair value on the balance sheet as at December 31, 2016. Comprehensive income The Company currently does not have any available for sale financial assets that would give rise to other comprehensive income. Therefore, no amounts have been recorded in comprehensive income or included in accumulated comprehensive income at this time.

10

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 3.

Summary of significant accounting policies (continued)

Future accounting standard changes The following standards and amendments have been issued but are not yet effective and are not expected to have a material impact. They include:

Standard

Effective date (periods beginning on or after)

IFRS 9 Financial instruments – which introduces changes to the guidance on classification and measurement of financial assets and introduces a new ‘expected credit loss’ model for the impairment of financial assets.

January 1, 2018

IFRS 15 Revenue from contracts with customers – which establishes a new control-based revenue recognition model and provides additional guidance on multiple deliverable arrangements, variable pricing, customer refund rights, supplier repurchase options and other complexities.

January 1, 2018

IFRS 16 Leases brings most leases on the balance sheet for lessees under a single model and eliminates the distinction between operating and finance leases. Lessor accounting remains largely unchanged.

January 1, 2019

IAS 7 Statement of Cash Flows - requires entities to provide disclosures that enable users of the financial statements to evaluate changes in liabilities arising from financing activities.

January 1, 2017

IAS 12 Income Taxes - clarifies how to account for deferred tax assets related to debt instruments measured at fair value.

January 1, 2017

The Company is currently evaluating the impact of the new standards on the financial statements.

4.

Related party transactions

There was no remuneration paid to the owner during the year outside of owner’s draws.

11

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 5.

Property and equipment

Cost Leasehold improvements Furniture Computers Total

Additions

$

2,430 28,129 53,417

$

2,924

$

480 27,937 56,341

$

1,950 192 -

$

83,976

$

2,924

$

84,758

$

2,142

Cost Leasehold improvements Equipment Furniture Computers Total

Total

6.

$

2,430 13,592 28,129 50,682

$

2,408 2,736

$

417 16,000 27,795 53,239

$

2,013 334 179

$

94,833

$

5,144

$

97,451

$

2,526

Accumulated Depreciation

Additions

January 1, 2015 (unaudited) Net Book Value

$

2,430 13,592 28,129 50,682

$

-

$

354 13,592 27,653 48,501

$

2,076 476 2,181

$

94,833

$

-

$

90,100

$

4,733

Intangible asset 2016

Intangible asset

7.

2015 (unaudited) Net Book Value

Accumulated Depreciation

Additions

Cost Leasehold improvements Equipment Furniture Computers

2016 Net Book Value

Accumulated Depreciation

$

9,900

January 1, 2015 (unaudited)

2015 $

9,900

$

9,900

Capital contributions

The Company was incorporated on January 29, 2003 with a capital contribution by the sole owner of $100. 12

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 8.

Capital management

The Company’s objectives with respect to capital management are to ensure the Company is able to continue as a going concern and to provide an adequate return to the owner of the Company by pricing services commensurate with the level of risk and cost of providing services. The owner closely monitor’s profit margins and accounts receivable balances. The Company manages the capital structure and adjusts it when changes in economic conditions and the risk characteristics of the underlying assets occur.

9.

Financial instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, receivables, and payables and accruals, the carrying amounts approximate fair value due to their short term or demand nature and/or their market rate of interest. The fair value of long term debt also approximates the carrying value due to the timing of when the obligation was advanced to the Company. The Company holds two lines of credit for $150,000 and $2,500, bearing interest at 5% and 7.75% respectively on balances outstanding. The balances for both December 31, 2016 and 2015 was $nil. Credit risk Credit risk is the risk of loss associated with a patient’s inability to fulfil its payment obligations. The largest exposure to credit risk is in relation to receivables. The maximum exposure of the Company to credit risk as at December 31, 2016 is $69,928 (2015 - $64,110). The Company mitigates credit risk by actively monitoring the aging of accounts receivable and regularly follows up on overdue accounts. As at December 31, 2016 management believes that counterparty concentrations are in the normal course of business and are not unusual. Liquidity risk Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they come due. The Company’s management oversees the Company’s liquidity risk management program to ensure the Company has access to enough readily available funds to cover its financial obligations as they come due. The current assets reflected on the statement of financial position are highly liquid. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. For purposes of this disclosure, the Company segregates market risk into three categories: interest rate risk, currency risk and other price risk. Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments held by the Company. The Company does not hedge its exposure to interest rate risk as it is considered by management to be minimal.

13

All About Home Care, LLC Notes to the financial statements (expressed in USD) December 31, 2016 9.

Financial instruments (continued)

Interest rate risk (continued) The impact of a 100 basis point change in the interest rate would not have a significant impact to the Company. Other price risk At year end, the Company does not have any financial instruments measured at fair value. As a result the Company is not exposed to significant other price risk.

10.

Subsequent event

Lease The Company entered into a lease commencing on March 21, 2017 and ending on March 31, 2019. Rent of $1,750 per month is payable monthly in advance. Payments over the term of the lease are due as follows: 2017 2018 2019

$

20,700 21,000 5,250

14

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Schedules to Asset Purchase Agreement

3

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated and made effective as of the 9th day of May, 2017 (the “Effective Date”) by and between Nova Leap Health Corp. a corporation incorporated under the federal law of Canada (“Nova Leap”), Nova Leap Health RI, Inc., a corporation incorporated under the laws of Delaware (“the “Purchaser”) (Nova Leap and the Purchaser occasionally may be referred to jointly as the “Buyers”), and Kathleen S. Devlin, an individual residing in the State of Rhode Island (“Devlin”) and All About Home Care, LLC, a limited liability company incorporated under the laws of Rhode Island (“AAHC” or the “Vendor”) (Devlin and AAHC or the Vendor may be occasionally referred to jointly as the “Sellers”). RECITALS Whereas, the parties hereto entered into an Asset Purchase Agreement dated the 20th day of April, 2017 (the “Agreement”); Whereas, for tax purposes, the Purchaser has converted from a Delaware limited liability company to a Delaware corporation (the “Conversion”) pursuant to that Certificate of Conversion filed on May 5, 2017 and attached hereto as Exhibit A; Whereas, the Purchaser has assumed all of the rights and obligations of Nova Leap Health RI, LLC, pursuant to that certain Plan of Conversion attached hereto as Exhibit B; Whereas, the parties now wish to amend the Agreement to reflect the Conversion by adopting the terms of this Amendment. Now, Therefore, in consideration of the premises and the mutual covenants contained in the Agreement and herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Capitalized terms not defined in this Amendment shall have the same meaning given to such terms in the Agreement. 2. All such references to the Purchaser in the Agreement shall mean Nova Leap Health RI, Inc. 3. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures to this Amendment may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same. 4. This Amendment is binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns.

5. If any one or more of the provisions in this Amendment is held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, then such provision or provisions only will be deemed to be null and void and of no force or effect and will not affect any other provision of this Amendment, and the remaining provisions of the Amendment will remain operative and in full force and effect and will in no way be affected, prejudiced, or disturbed. 6. Except as specifically amended herein, all terms and provisions of the Agreement shall remain in full force and effect and are hereby affirmed by the parties. 7. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Rhode Island, without regard to choice of law principles. In Witness Whereof, the parties hereto have executed this First Amendment to the Asset Purchase Agreement on the date first written above. SELLERS Kathleen S. Devlin _____________________________ Name: Kathleen S. Devlin, Individually All About Home Care, LLC By: _____________________________ Name: Kathleen S. Devlin, its Manager BUYERS Nova Leap Health Corp. By: _____________________________ Name: Christopher Dobbin, its President & CEO Nova Leap Health RI, Inc. By: _____________________________ Name: Christopher Dobbin, its President

Exhibit A Certificate of Conversion [See attached].

__..

~~~

Delaware

Page 1

The First State

I,

JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE DELAWARE LIMITED LIABILITY COMPANY UNDER THE NAME OF "NOVA LEAP HEALTH RI, LLC" TO A DELAWARE CORPORATION, CHANGING ITS NAME FROM "NOVA LEAP HEALTH RI, LLC" TO "NOVA LEAP HEALTH RI, IN THIS OFFICE ON THE FIFTH DAY OF MAY, A.D.

INC . ", FILED

2017, AT 5:15 O ' CLOCK

P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

6385838 8100V SR# 20173169451 You may verify th is certificate onl ine at corp .delaware.gov/authver.shtml

Authentication:202502205 Date: 05-08-17

.... _:..

_,_A

State of Delaware Secreta I)' of State DIYislon of Corporations DellYered 05:15 Pi\I 05/0512017 FILED 05:15PM 05/05/2017 SR 20173169451 - File Number 6385838

STATE OF DELA\VARE CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPAl~Y TO A CORPORATION PURSUi\NT TO SECTION 265 OF

THE DELA\VARE GENERAL CORPORATION LAW

__________ __ ___

1.) The jurisdiction where the Limited Liability Company first thrmed is Dela\~·are ..:;:_:...;:;:,;..,:,:;.;:..:._

,

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,

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___, ____________

2.) The jurisdiction immediately prior to filing this Certificate is Delaware

3.) The date the Limited Liability Co..mpany tlrst formed is April 19, 2017

4.) The r.tame of the Limited Liability C'..ompany immediately prior to Hling th.is

Certificate is Nova Leap Health RJ,_ U.C_·-·----------------·-----·--·-· 5.) The name of the Corporation as set forth in the Certificate of Incorpot".ttion. is Nova Leap Health RI~

me.

IN WITNESS WH-EREOF. the undersigned being duly authorized Hi sign on behalf ofthe converting Limited Liability C-<.unpany have executed this Certificate on the 4 day of}.!~-----' A.D._?_Q17 ........_ ......._._.....•

By:

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_,/}A.J_ _____...

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"'-.-Name~ Frederick L. LP.p, ~~9.:......_........ -

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Title: Sole Orga.t"lizer1 Duly_ Allti:w~j;?..~.......Prin:t or Type

Exhibit B Plan of Conversion [See attached].

PLAN OF CONVERSION OF NOVA LEAP HEALTH RI, LLC (a Delaware limited liability company) INTO NOV A LEAP HEALTH RI, INC. (a Delaware corporation) PLAN OF CONVERSION dated May 4, 2017 (the "Plan") of Nova Leap Health RI, LLC, a Delaware limited liability company (the "LLC"). RECITALS A. The LLC is a limited liability company duly organized and existing under the laws of the State of Delaware.

B. The Sole Organizer of the LLC has determined that it is advisable and in the best interests of the LLC that it be converted to a Delaware business corporation.

Now, Therefore, the LLC hereby adopts this Plan of Conversion: 1. Conversion. The LLC is hereby converted to a Delaware business corporation, and its status as a limited liability company shall cease (the "Conversion"). 2. Name. The name of the resulting corporation (the "Corporation") shall be "Nova Leap Health RI, Inc." 3. Filing and Effectiveness. For corporate purposes, the Conversion shall become effective on May 4, 2017. 4. Effect of the Conversion. Upon the Effective Date, the Corporation shall be subject to all of the provisions of law applicable to a Delaware business corporation. Upon the Effective Date: a. The Corporation shall possess all the rights, privileges, immunities, powers and franchises of the LLC and is subject to all the restrictions, disabilities and duties of the LLC to the extent that the rights, privileges, immunities, powers, franchises, restrictions, disabilities and duties are applicable to the Corporation. b. All property, real, personal and mixed; all debts due, including promises to make capital contributions and subscriptions for shares or interests; all other choses in action; and all other interests of or belonging to or due to the LLC shall vest in the Corporation without further act or deed. c. The interests of the LLC that are to be converted or exchanged into shares of common stock of the Corporation as provided herein are so converted and Nova Leap

Health Holdings, Inc., previously contemplated as the sole member of the LLC, is entitled only to such shares of common stock in the Corporation as provided herein or the rights otherwise provided by law. d. The Conversion does not affect any obligations or liability of the LLC incurred before its conversion to the Corporation. 5. Certificate of Incorporation. The Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation filed with the Certificate of Conversion filed with the Delaware Division of Corporations in the form attached hereto as Exhibit A and such Certificate of Incorporation shall be in full force and effect as the Certificate of Incorporation of the Corporation until duly amended in accordance with the provisions thereof and applicable law. 6. Bylaws. The Bylaws of the Corporation shall be the bylaws attached hereto as Exhibit B , and shall continue in full force and effect as the Bylaws of the Corporation until duly amended in accordance with the provisions thereof and applicable law. 7. Directors and Officers. The directors and officers of the Corporation shall be as follows until their successors shall have been duly elected and qualified or until as otherwise provided by law, the Certificate of Incorporation of the Corporation, or the Bylaws of the Corporation: Directors:

Christopher Dobbin

Officers:

Christopher Dobbin: President Megan Spidle: Treasurer Christopher Dobbin: Secretary

8. Manner of Conversion of Stock. Upon the Effective Date, by virtue of the Conversion and without any action by the LLC, the Membership Interest of the LLC issued and outstanding immediately prior to the Conversion (the "Membership Interests") shall be converted into and become exchangeable for One Hundred ( 100) shares of voting common stock of the Corporation. For tax purposes, the Conversion shall be treated as if the LLC contributed its assets and liabilities to the Corporation in exchange for one hundred percent (100%) of the issued and outstanding stock of the Corporation. As of the Effective Date, the Sole Organizer shall exchange the Membership Interest for shares of common stock of the Corporation in accordance with the foregoing, and the Corporation shall issue a stock certificate evidencing ownership of shares of the Corporation. Each certificate representing shares in the Corporation shall bear such legends as are appropriate under applicable law. 9.

General.

9.1 Further Assurances. From time to time, as and when required by the Corporation or by its successors or assigns, there shall be executed and delivered on behalf of the LLC such Plan of Conversion Page 2

deeds and other instruments, and there shall be taken or caused to be taken by it such further and other actions as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by the Corporation the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of the LLC and otherwise to carry out the purposes of this Plan, and the officers of the Corporation are fully authorized in the name and on behalf of the LLC or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 9.2 Abandonment. At any time before the Effective Date, this Plan of Conversion may be terminated and the Conversion may be abandoned for any reason whatsoever by the Sole Organizer of the LLC, notwithstanding the approval of this Plan of Conversion by the Sole Organizer of the LLC. 9.3 Amendment. The Sole Organizer of the LLC may amend this Plan at any time prior to the Effective Date. 9.4 Registered Office. The registered agent of the Corporation is Corporate Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, County of New Castle, 19801. 9.5 Plan. Executed copies of this Plan will be on file at the registered office and the principal place of business of the Corporation at 438 East Main Road, Middletown, Rhode Island, 02842, and copies thereof will be furnished to any Member of the LLC or stockholder of the Corporation, upon request and without cost. 9.6 Governing Law. This Plan shall in all respects be construed, interpreted and enforced in accordance with and governed by the laws ofthe State of Delaware.

Plan of Conversion Page 3

In Witness Whereof, this Plan of Conversion, having first been approved by the resolution of the Sole Organizer of the LLC as required by applicable law is hereby adopted, approved, certified, executed and acknowledged on behalf of the LLC.

Nova Leap Health RI, LLC

Plan of Conversion Page 4

Exhibit A to Plan of Conversion

Plan of Conversion Page 5

\,..

DelaWare

Page 1

The First State

I,

JEFFREY W.

BULLOCK,

SECRETARY OF STATE OF THE STATE OF

DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "NOVA LEAP HEALTH RI, A.D.

INC." FILED IN THIS OFFICE ON THE FIFTH DAY OF MAY,

2017, AT 5:15 O ' CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO

THE NEW CASTLE COUNTY RECORDER OF DEEDS.

6385838 8100V SR# 20173169451 You may verify this certificate online at corp .delaware.gov/authver.shtml

Authentication: 202502205 Date: 05-08-17

·-- ~''

STATE ofDELAWARE CERTIFICATE ofiNCORPORATlON A STOCK CORPORAtfiON • First: The natne of this Corporation is Nova Leap Health RI, Inc.

• Sccmid! Its n.~gistered office in the. State of Delaware is to be located at .f?.~}Malion Tn1st Center~J!_09 ?ra.."lg.e _ _ Street, in the City of Wilming!on County of New Castl~.................. _ Zip Code J..~?.Q.L...·-·······

The registered agent in charge thereof is _The Co.rnoration Trust Col_!W.:.:.an.;;;.y~----

- - - - - -·---·---···--··-· Thtrd·! The putpose of the corporation is to en~ge in any lawful act or activity for

whkh corpor.ations may be organized under the General Corporation Law of Delaware.

• l''ourtb: The amount of the total stock oft.his corporation is authorized to issue is

}..lyoo.._______.._________________shares

(number of authorized shares) With :a pur value of _9.2_________ .......................·.····'··- - · per share .

.. Fifth: The narne and mailing address of the incorporator are as folfows: Name Frederick L. Lipp, Esq. Mailing Ad~ire..<>sBen~~te1:n··sfi~roo··~naa-re· street, I>If.'Box 9729 Portland, ME Zip Code 04104~5029

*' I, 'I'he Undersigned, for the purpose of forming a corporation under ihe laws of the Stat~ of Delaware, do make, me and record this Certificate, and do certify that the facts herein stated are true. and 1 have accordingly hereunto set my hand this 4 day of~~-~¥......-·-·--··--··-·-' A.D. 20-=1..;.. 7__ BY~

/ ~--.,c---

1 .r

NAME: Frederck L. Lipp. Esq. (type or print)

State of Delaware Secretary of State

Division of Corporations Delivered 05:15PM 05i05/2017 FILED 05:15PM 05!05/2017 SR 20173169451 - File Number 6385838

Exhibit B to Plan of Conversion

Plan of Conversion Page 6

BYLAWS OF NOVA LEAP HEALTH RI, INC.

ARTICLE I OFFICES 1.1 The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 1.2 The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 Meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. 2.2 Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. 2.3 Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. 2.4 The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.5 Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least fifty percent (50%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. 2.6 Written notice of a special meeting stating the place, date and hour of the meeting and the purpose(s) for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. 2.7 Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. 2.8 The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.9 When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. 2.10 Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. 2.11 Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the Bylaws of Nova Leap Health RI, Inc. Page 2

minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS 3.1 The number of directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. 3.2 Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newlycreated directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly-created directorships, or to replace the directors chosen by the directors then in office. 3.3 The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS 3.4 The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. 3.5 The first meeting of each newly-elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly-elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice Bylaws of Nova Leap Health RI, Inc. Page 3

given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. 3.6 Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. 3.7 Special meetings of the Board of Directors may be called by the president on two (2) days’ notice to each director by mail or forty-eight (48) hours notice to each director either personally or by electronic mail; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. 3.8 At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 3.9 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. 3.10 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS 3.11 The Board of Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or Bylaws of Nova Leap Health RI, Inc. Page 4

they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these Bylaws. 3.12 Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. COMPENSATION OF DIRECTORS 3.13 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS 3.14 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES 4.1 Whenever, under the provisions of applicable statute or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by electronic mail. 4.2 Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, Bylaws of Nova Leap Health RI, Inc. Page 5

signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS 5.1 The officers of the corporation shall be chosen by the Board of Directors and shall be a president, treasurer and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. 5.2 The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretary and may choose vicepresidents. 5.3 The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. 5.4 The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. 5.5 The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. THE CHAIRMAN OF THE BOARD 5.6 The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law. 5.7 In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law. THE PRESIDENT AND VICE-PRESIDENTS 5.8 The president shall be the chief executive officer of the corporation; and in the absence of the Chairman and Vice Chairman of the Board he shall preside at all meetings of the stockholders and the Board of Directors; he shall have general and active management of the Bylaws of Nova Leap Health RI, Inc. Page 6

business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. 5.9 He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. 5.10 In the absence of the president or in the event of his inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vicepresidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vicepresidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY 5.11 The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. 5.12 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS 5.13 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Bylaws of Nova Leap Health RI, Inc. Page 7

5.14 He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. 5.15 If required by the Board of Directors, he shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. 5.16 The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE VI CERTIFICATE OF STOCK 6.1 Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. If the corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Bylaws of Nova Leap Health RI, Inc. Page 8

6.2 Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 6.3 The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 6.4 Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 6.5 In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 6.6 The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Bylaws of Nova Leap Health RI, Inc. Page 9

ARTICLE VII GENERAL PROVISIONS 7.1 Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. 7.2 Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 7.3 All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 7.4

The fiscal year of the corporation shall be fixed by resolution of the Board

of Directors. 7.5 The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. INDEMNIFICATION 7.6 The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director of the corporation or a predecessor corporation or, at the corporation’s request, a director or officer of another corporation; provided, however, that the corporation shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of such a person. The corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person. Bylaws of Nova Leap Health RI, Inc. Page 10

Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant sections of the General Corporation Law of Delaware. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders. The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the corporation and each director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The Board of Directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an officer or employee of the corporation. To assure indemnification under this Section 7.6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation that may exist from time to time, Section 145 of the General Corporation Law of Delaware shall, for the purposes of this Section 7.6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation that is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.” ARTICLE VIII AMENDMENTS 8.1 These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation at any regular meeting of the Bylaws of Nova Leap Health RI, Inc. Page 11

stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate or Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws. ARTICLE IX LOANS TO OFFICERS 10.1 The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Bylaws of Nova Leap Health RI, Inc. Page 12

EXHIBIT B

\,..

DelaWare

Page 1

The First State

I,

JEFFREY W.

BULLOCK,

SECRETARY OF STATE OF THE STATE OF

DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "NOVA LEAP HEALTH RI, A.D.

INC." FILED IN THIS OFFICE ON THE FIFTH DAY OF MAY,

2017, AT 5:15 O ' CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO

THE NEW CASTLE COUNTY RECORDER OF DEEDS.

6385838 8100V SR# 20173169451 You may verify this certificate online at corp .delaware.gov/authver.shtml

Authentication: 202502205 Date: 05-08-17

·-- ~''

STATE ofDELAWARE CERTIFICATE ofiNCORPORATlON A STOCK CORPORAtfiON • First: The natne of this Corporation is Nova Leap Health RI, Inc.

• Sccmid! Its n.~gistered office in the. State of Delaware is to be located at .f?.~}Malion Tn1st Center~J!_09 ?ra.."lg.e _ _ Street, in the City of Wilming!on County of New Castl~.................. _ Zip Code J..~?.Q.L...·-·······

The registered agent in charge thereof is _The Co.rnoration Trust Col_!W.:.:.an.;;;.y~----

- - - - - -·---·---···--··-· Thtrd·! The putpose of the corporation is to en~ge in any lawful act or activity for

whkh corpor.ations may be organized under the General Corporation Law of Delaware.

• l''ourtb: The amount of the total stock oft.his corporation is authorized to issue is

}..lyoo.._______.._________________shares

(number of authorized shares) With :a pur value of _9.2_________ .......................·.····'··- - · per share .

.. Fifth: The narne and mailing address of the incorporator are as folfows: Name Frederick L. Lipp, Esq. Mailing Ad~ire..<>sBen~~te1:n··sfi~roo··~naa-re· street, I>If.'Box 9729 Portland, ME Zip Code 04104~5029

*' I, 'I'he Undersigned, for the purpose of forming a corporation under ihe laws of the Stat~ of Delaware, do make, me and record this Certificate, and do certify that the facts herein stated are true. and 1 have accordingly hereunto set my hand this 4 day of~~-~¥......-·-·--··--··-·-' A.D. 20-=1..;.. 7__ BY~

/ ~--.,c---

1 .r

NAME: Frederck L. Lipp. Esq. (type or print)

State of Delaware Secretary of State

Division of Corporations Delivered 05:15PM 05i05/2017 FILED 05:15PM 05!05/2017 SR 20173169451 - File Number 6385838

NOVA LEAP HEALTH RI, INC. ACTIONS TAKEN BY WRITTEN CONSENT OF THE SOLE DIRECTOR FOR ORGANIZATIONAL MATTERS Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, the undersigned, being the sole director of Nova Leap Health RI, Inc. (the “Corporation”), hereby consents to the taking of and hereby takes the following actions: RESOLVED:

Bylaws: That the Bylaws of the Corporation in the form enclosed with the corporate records of the Corporation be, and hereby are, adopted.

RESOLVED:

Seal: That the Corporation hereby approves and adopts as its corporate seal any form of wafer, generic or specific seal and hereby authorizes any of its officers to affix the Corporation’s seal to any document executed by or on behalf of the Corporation.

RESOLVED:

Fiscal Year: That the fiscal year of the Corporation shall be the calendar year.

RESOLVED:

Signing Authorities: That each of the following officers of the Corporation be, and hereby is, in his or her single capacity, or jointly with others, authorized to sign contracts and enter into other agreements, and otherwise to bind and act on behalf of the Corporation: President and/or Treasurer

RESOLVED:

Form of Certificate: That the form of certificate for shares of common stock of the Corporation as annexed hereto as Exhibit A be, and hereby is, approved.

RESOLVED:

Stock Subscription: That the offer of Nova Leap Health Corp. Holdings, Inc. to purchase one hundred (100) shares of the common stock of the Corporation in consideration of cash in the amount of One Hundred Dollars ($100.00) be and hereby is accepted and that the Corporation issue stock certificates in accordance herewith.

RESOLVED:

Bank Accounts: To authorize the President of the Corporation, currently Christopher Dobbin, or the Treasurer of the Corporation, currently Megan Spidle, to open bank accounts and to change signatories on existing bank accounts, and that any form of banking resolution approved by any such officer shall, if appended hereto in the record book of the Corporation, be deemed to be adopted by the directors pursuant to this resolution, with the same force and effect as if fully set forth herein, and any officer may certify that any such resolution has been hereby duly adopted by the directors.

RESOLVED:

Ratification: That all actions taken on behalf of the Corporation by the sole incorporator, including filing of the Certificate of Conversion and execution of the Plan of Conversion, up to and including the date hereof be and hereby are ratified, confirmed, and approved.

Dated as of May 5, 2017. ____________________________________ Christopher Dobbin, Sole Director

NOVA LEAP HEALTH RI, INC. ACTIONS TAKEN BY WRITTEN CONSENT OF THE SOLE DIRECTOR FOR ORGANIZATIONAL MATTERS 2

EXHIBIT C







EXHIBIT D