Consumer Direct Holdings, Inc. (“CDH”) entered into a definitive agreement to acquire DTRT Health Acquisition Corp. (NasdaqCM:DTRT) from a group of shareholders for approximately $530 million in a reverse merger transaction on September 28, 2022. CDH's current equity holders will own approximately 61% of the pro forma company immediately after closing, assuming no redemptions. The existing CDH shareholders will also receive a portion of their consideration in cash. The combined company will be called Consumer Direct Care Network, Inc. upon the closing of the transaction and is expected to be listed on Nasdaq under a new ticker symbol (“CDCN”). Consumer Direct Care Network, Inc. will be led by Ben Bledsoe, CDH's current Chief Executive Officer and President, and the current leadership team. The board of directors of the post-closing public entity will be comprised of a total of seven directors, five of whom will be nominated by the pre-closing shareholders of CDH and two of whom will be nominated by DTRT Health Sponsor LLC.

The transaction will require the approval of the stockholders of both DTRT and CDH, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is also subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of listing of the shares of resulting issuer common stock on one of the Nasdaq market tiers, the effectiveness of registration statement, DTRT obtaining debt and PIPE financing satisfactory to CDH. The Boards of Directors of each of DTRT and CDH have unanimously approved the transaction. As of October 31, 2022, Board has determined that it is in the best interests of the Company to further amend the charter to extend the date we have to consummate a business combination to March 7, 2023, in order to allow the Company more time to complete the proposed business combination with CDH or another business combination. And In order to support the Extension Amendment, the Company, and its sponsor, DTRT Health Sponsor LLC (the “ Sponsor ”), have agreed that, if the Extension Amendment is implemented, the Sponsor or one or more of its designees (each, a “ Contributor ”) will contribute to the Company's trust account an aggregate amount equal to $300,000 (each, a “ Contribution ”) for each calendar month (commencing on December 7, 2022 and on the 7th day of each subsequent month) through (but not including) March 7, 2023 unless the closing of the Company's initial business combination shall have occurred. The special meeting of stockholders of DTRT to be held December 1, 2022. As of December 2, 2022, The Special Meeting was adjourned from December 1, 2022 to December 6, 2022. On December 6, 2022, DTRT held a special meeting of stockholders, where stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation in connection with the extension of the date by which the Company must complete a merger from December 7, 2022 to March 7, 2023. The transaction is expected to close in the first quarter of 2023.

Bank of Montana is acting as financial advisor to CDH. Deutsche Bank Securities Inc. is acting as financial advisor to DTRT. Amy Bowler and Paige Coriden of Holland & Hart is acting as legal counsel to CDH. Dom DeChiara, Kyle Gann and Ben Liss of Winston & Strawn are acting as legal counsel to DTRT. Lincoln International, LLC provided the Board of Directors of DTRT with a fairness opinion regarding the transaction. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to DTRT. DTRT has engaged Morrow Sodali LLC for a fee of $35,000 to assist in the solicitation of proxies for the special meeting.