Pathway Health Corp. — Proxy Solicitation & Information Statement 2022

Jun 28, 2022

PATHWAY HEALTH CORP.

At the discretion of the said proxyholders, upon any amendment or variation of the above matters or any other matter that may be properly brought before the Meeting or any adjournment or postponement thereof in such manner as such proxy, in such proxyholder's sole judgment, may determine.

Appointment of Proxyholder:

I/We, being holder(s) of common shares of Pathway Health Corp. (the “Corporation”), hereby appoint: Ken Yoon, Chief Executive Officer, or, failing him, Aura Balboa, Chief Financial Officer, OR

(Print the name of the person you are appointing if this person is someone other than the individuals listed above)

as proxy of the undersigned, to attend, act and vote in respect of all registered shares in the name of the undersigned at the Annual & Special Meeting of Shareholders of the Corporation to be held at 11:00 a.m. (Eastern Time) on July 15, 2022 at the offices of Dentons Canada LLP, 77 King Street West, Suite 400, Toronto-Dominion Centre, Toronto, ON M5K 0A1, (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Without limiting the general powers and authority hereby conferred on the form of proxy, the holdings represented by this proxy are specifically directed to be voted or withheld from being voted as follows:

Directors and Management recommend voting FOR the following resolutions. Please use a dark black pencil or pen.

The undersigned hereby revokes any proxies previously given.

Dated	,	2022
			(signature of shareholder)
			(name of shareholder – please print)

All Proxies must be received by 11:00 a.m. (Eastern Time) on July 13, 2022 .

REQUEST FOR MATERIALS BY MAIL

		FOR	WITHHOLD		TO:	TSX Trust Company
1.	Election of Directors:
						Interim Financial Statements- Mark this		Annual Financial Statements- Mark this
	01Ken Yoon02Michael Steele					box if you would like to receive InterimFinancial Statements and accompanyingManagement’s Discussion and Analysis by mail.		box if youdo not wishto receive the AnnualFinancial Statements and accompanyingManagement’s Discussion and Analysis by mail.
	03Alison Wright04Kenneth Howling				SIGN UP FOR ELECTRONIC DELIVERY OF DOCUMENTS
		FOR	WITHHOLD		We	encourage you to sign up for Electronic Delivery - If you would like to sign up for electronic
2.	Appointment of Auditors:To reappoint Grant Thornton LLP as auditors of Pathway for the				delivery of future shareholder communications,address.		please	mark the box below and fill in your email
	ensuing year at such remuneration as may be determined by the				 I would like to receive all shareholder communications by email.
	Board.
		FOR	AGAINST		My	E-mail address is:______________________________________________________________________
3.	Stock Option Plan:
	To consider, and, if deemed appropriate, to pass, with or without
	variation, an ordinary resolution approving the Corporation’s stock
	option plan, as more particularly described in the accompanying
	management information circular dated June 10, 2022 prepared in
	connection with the Meeting (the “Information Circular”)
		FOR	AGAINST
4.	Revolving Line of Credit:
	To consider, and, if deemed advisable, pass an ordinary resolution of the
	disinterested shareholders,
	the full text of which is set out in the accompanying
	Information Circular, approving a revolving line of credit loan agreement
	which will give Pathway the ability to draw-down up to Cdn$3.5 million
	(“Line of Credit”), as more particularly described in the accompanying
	information Circular..

HOW TO VOTE

NOTES

1. Each shareholder has the right to appoint a proxy, other than the persons designated above, who need not be a shareholder, to attend and act and vote for him or her and on his or her behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided. The person appointed proxy must be present at the Meeting to vote.

2. If the shareholder is a corporation, its corporate seal must be affixed or this Instrument of Proxy must be signed by an officer or attorney thereof duly authorized.

3. This Instrument of Proxy must be dated and the signature hereon should be exactly the same as the name in which the shares are registered. If this Instrument of Proxy is undated, it will be deemed to be dated the date on which it was received by or on behalf of Pathway.

4. Persons signing this Instrument of Proxy as executors, administrators, trustees, etc. should so indicate and give their full title as such.

5. This Instrument of Proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and submitted to TSX Trust Company at any time up to 11:00 a.m. (Eastern time) on July 13, 2022 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment(s) or postponement(s) of the Meeting ( the " Proxy Deadline ")

TELEPHONE

INTERNET

• Go to www.tsxtrust.com/vote-proxy Use any touchtone phone, call toll free in

• • Cast your vote online Canada and the United states • View meeting documents 1-888-489-5760 and follow the voice

  • 1-888-489-5760 and follow the voice Instructions

To vote using your smartphone, please scan this QR Code

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To vote by internet or telephone you will need your 13 digit control number. If you vote by internet or telephone, do not return this Proxy.

MAIL, FAX or EMAIL

6. If you appoint a proxy holder and submit your voting instructions and subsequently wish to change your appointment or voting instructions you may resubmit your proxy, any time up to the Proxy Deadline. When resubmitting a proxy, the latest proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that your latest proxy is submitted any time up to the Proxy Deadline.

7. This Instrument of Proxy should be read in conjunction with the Notice of Annual Meeting of Shareholders and the Information Circular – Proxy Statement of Pathway dated June 10, 2022.

• Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company, P.O. Box 721

• You may alternatively fax your proxy ( both sides ) toll free to 1-866-781-3111 or scan and email ( both sides )to proxyvote@tmx.com