8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2022

CareMax, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39391	85-0992224
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 NW 57 Court, Suite 400

Miami, FL 33126

(Address of principal executive offices, including zip code)

(786) 360-4768

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	CMAX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	CMAXW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note.

Effective November 10, 2022 (the “Closing Date”), CareMax, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) (capitalized terms used herein and not otherwise defined have the meaning set forth in the Merger Agreement), by and among (i) the Company, (ii) Sparta Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub I”), (iii) Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub II”), (iv) Sparta Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub III” and, together with Merger Sub I and Merger Sub II, “Merger Subs” and each a “Merger Sub”), (v) Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC I”), (vi) Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC II”), (vii) Sparta Merger Sub III LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC III” and, together with Merger LLC I and Merger LLC II, “Merger LLCs” and each a “Merger LLC”), (viii) Sparta Sub Inc., a Delaware corporation (“SACN Holdco”), (ix) SNCN Holdco Inc. a Delaware corporation (“SNCN Holdco”), (x) SICN Holdco Inc. a Delaware corporation (“SICN Holdco” and, collectively with SACN Holdco, SNCN Holdco, Steward National Care Network, Inc. (n/k/a Steward National Care Network, LLC, “SNCN”), Steward Integrated Care Network, Inc. (“SICN”), and Steward Accountable Care Network, Inc. (n/k/a as Steward Accountable Care Network, LLC, “SACN”), each a “Target” and, collectively, the “Targets”), (xi) Sparta Holding Co. LLC, a Delaware limited liability company (the “Seller”), and (xii) Steward Health Care System LLC, a Delaware limited liability company (“Parent” and, together with the Seller, the “Seller Parties”).

Pursuant to the Merger Agreement, on the Closing Date, the parties concurrently merged (i) Merger Sub I with and into SACN Holdco, with SACN Holdco as the surviving corporation, (ii) Merger Sub II with and into SNCN Holdco, with SNCN Holdco as the surviving corporation and (iii) Merger Sub III with and into SICN Holdco, with SICN Holdco as the surviving corporation (subclauses (i), (ii), and (iii), collectively, the “Initial Merger”). Immediately following the Initial Merger, the parties merged (i) SACN Holdco with and into Merger LLC I, with Merger LLC I as the surviving company, (ii) SNCN Holdco with and into Merger LLC II, with Merger LLC II as the surviving company, and (iii) SICN Holdco with and into Merger LLC III, with Merger LLC III as the surviving company (subclauses (i), (ii) and (iii), collectively, the “Final Merger” and, together with the Initial Merger, the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, the Merger LLCs survived as wholly owned subsidiaries of the Company.

The aggregate consideration paid to the Seller under the Merger Agreement at the closing of the Transactions (the “Closing”) consisted of (i) a cash payment of $25.0 million, subject to customary adjustments, and (ii) 23,500,000 shares (the “Initial Share Consideration”), subject to adjustment, of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), which the Seller distributed to its equityholders following the Closing. At the Closing, the Company made a cash payment of approximately $35.5 million to the Seller, an amount equal to the value of the Targets’ accounts receivable attributable to Medicare value-based payments for the period between January 1, 2022 and the Closing, minus the amount of such payments payable to the affiliate physicians of the Targets (the “Financed Net Pre-Closing Medicare AR”).

Upon the Closing, the equityholders of Seller owned, in the aggregate, approximately 21% of the Company’s Common Stock. In addition, the Merger Agreement provides that, following the Closing, upon 100,000 Medicare lives from and/or attributable to the Seller Parties’ Medicare network participating in risk-based, value-based care arrangements contracted through the Company with a Medical Expense Ratio of less than 85% for two consecutive calendar quarters, the Company will issue the Seller, for immediate distribution to its equityholders, a number of shares of Common Stock (the “Earnout Share Consideration” and together with the Initial Share Consideration, the “Share Consideration”) that, when added to the Initial Share Consideration, would have represented 41% of the issued and outstanding shares of the Company’s Common Stock as of the Closing, in each case after giving effect to issuances of Common Stock between the Closing and June 30, 2023 in connection with the exercise of warrants to purchase Common Stock outstanding as of the Closing, the potential earnout under the Company’s June 2021 business combination and any forfeitures, surrenders or other dispositions to the Company of Common Stock outstanding as of the Closing. If not previously issued, the Earnout Share Consideration will also be issuable upon a Change in Control of the Company.

In addition to the Share Consideration, at the Closing the Company issued to the Seller one share of Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), of the Company, which provides for voting rights until the earlier of (i) the two year anniversary of the Closing and (ii) the issuance of the Earnout Share Consideration, in an amount equivalent to the voting rights of 37,241,783 shares of Common Stock on certain discrete matters where such Seller equityholders are permitted to vote the Company’s securities in their discretion under the Investor Rights Agreement (as defined below).

Following the determination of the final amount of accounts receivable attributable to Medicare value-based payments for the period between January 1, 2022 and the Closing (the “Final 2022 Net Pre-Closing Medicare AR”), if such amount is greater than the Financed Net Pre-Closing Medicare AR paid at Closing, the Company will pay the Seller Parties the difference between the Final 2022 Net Pre-Closing Medicare AR and the Financed Net Pre-Closing Medicare AR, minus the amount of such distribution payments payable to the affiliate physicians of the Targets. If the Final 2022 Net Pre-Closing Medicare AR is less than the Financed Net Pre-Closing Medicare paid at Closing, then the Seller Parties will pay the Company the difference between the Final 2022 Net Pre-Closing Medicare AR and the Financed Net Pre-Closing Medicare AR.

The Transactions were subject to customary closing conditions set forth in the Merger Agreement, including approval of the Share Consideration by the Company’s stockholders for purposes of compliance with Nasdaq Listing Rule 5635(a)(1) of the Nasdaq Stock Market LLC. The Company’s stockholders approved the Share Consideration at the annual meeting of the Company’s stockholders held on November 2, 2022.

A description of the Merger and the terms of the Merger Agreement are included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2022 (the “Proxy Statement”) in the sections entitled “Information About the Merger” beginning on page 40 and “Information About the Merger Agreement” beginning on page 63, and such sections are incorporated herein by reference.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 1, 2022 and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement

Loan and Security Agreement

In order to fund the Financed Net Pre-Closing Medicare AR payment, certain subsidiaries of the Company entered into a Loan and Security Agreement, dated as of November 10, 2022 (the “Loan and Security Agreement”), by and among Merger Sub I, Merger Sub II, Merger LLC I, Merger LLC II (together with Merger LLC I, the “Guarantors”), SACN, and SNCN, as borrowers (the “Borrowers”), CAJ Lending LLC (“CAJ”) and Deerfield Partners L.P., as lenders (the “Lenders”), and CAJ, as administrative agent and collateral agent (in such capacity, the “Agent”). Mr. Carlos A. de Solo, a director of the Company and the Company’s President and Chief Executive Office, Mr. Alberto de Solo, the Company’s Executive Vice President and Chief Operating Officer, and Mr. Joseph N. De Vera, the Company’s Senior Vice President and Legal Counsel, have interests in CAJ.

Pursuant to the Loan and Security Agreement, the Lenders provided the Borrowers a term loan (the “Term Loan”) in the aggregate principal amount of approximately $35.5 million. The Company used the proceeds of the Term Loan to fund the Financed Net Pre-Closing Medicare AR.

The Term Loan bears interest at 12.0% per annum. In addition, the Borrowers paid a facility fee equal to 3.0% of the aggregate principal amount of the Term Loan on the Closing Date. Any additional interest (if applicable) accrued and owing during the term of the Loan and Security Agreement will be paid in-kind and capitalized to principal monthly in arrears. From and after the occurrence and during the continuance of an event of default, the Term Loan will bear interest at a rate equal to 4.0% above the interest rate applicable immediately prior to the occurrence of the event of default. If Mr. Carlos de Solo is no longer serving as the chief executive officer of the Company under certain circumstances and, following a request from CAJ, the Borrowers are unable to refinance the portion of the Term Loan advanced by CAJ, then the interest rate applicable to such portion may be increased by 5.0%. Pursuant to the Merger Agreement, the Seller has agreed to pay the costs of financing the Financed Net Pre-Closing Medicare AR and, at the Closing, paid to the Borrowers all scheduled payments of interest and fees from the Closing Date up to and including November 30, 2023, which amount was then paid in advance by the Borrowers to the Lenders.

The Loan and Security Agreement matures on the earlier of November 30, 2023, or three business days after the Borrowers receive payment for the Financed Net Pre-Closing Medicare AR from the federal government. The Term Loan may be prepaid, in whole or in part, without penalty or premium.

The Loan and Security Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default.

The Loan and Security Agreement is secured by the Borrowers’ rights in the Medicare Shared Savings Receivables (as defined in the Loan and Security Agreement) and any and all proceeds thereof.

The Loan and Security Agreement is subordinated in right of payment to the Credit Agreement (as defined below), pursuant to a Subordination Agreement, dated as of November 10, 2022, by and among the Agent and the Senior Agent (as defined below).

The foregoing description of the Loan and Security Agreement is qualified in its entirety by reference to the full text of the Loan and Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to Credit Agreement

On November 10, 2022, the Company entered into that certain Consent and First Amendment to Credit Agreement, dated as of November 10, 2022 (the “First Amendment”), by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Senior Agent”) which amended that certain Credit Agreement, dated as of May 10, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the subsidiary guarantors from time to time party thereto and the Senior Agent.

The First Amendment amends the Credit Agreement to, among other things, permit the subsidiaries of the Company to enter into the Loan and Security Agreement and the other transactions contemplated in connection therewith.

The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Investor Rights Agreement

In connection with the completion of the Merger, on the Closing Date, the Seller, Dr. Ralph de la Torre, the Chairman, Chief Executive Officer and principal equityholder of the Seller Parties (“RDLT”), Dr. Michael Callum, the Executive Vice President for Physician Services and an equityholder of the Seller Parties (“MC”), Medical Properties Trust, Inc., a Maryland corporation, and certain other equityholders of the Seller (collectively, the “Investor Parties”) and the Company entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, RDLT will have certain designation rights, RDLT and MC are subject to certain voting restrictions and standstill restrictions, and certain of the Investor Parties are subject to lockup provisions.

The Investor Rights Agreement provides, among other things, that RDLT will have the right to designate an individual (in his discretion) to serve on the Board of Directors of the Company (the “Board”), subject to the continuing satisfaction of certain conditions, including that RDLT maintains beneficial ownership of at least 50% of the Initial Share Consideration distributed to him immediately following the Closing (as adjusted for any stock split, reverse

stock split, stock dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of shares), and following the issuance of the Earnout Share Consideration, RDLT will have the right to designate one additional individual (in his discretion) to serve on the Board, subject to the continuing satisfaction of certain conditions, including that RDLT maintains beneficial ownership of at least 50% of the Earnout Share Consideration distributed to him immediately following the issuance thereof (as adjusted for any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of shares).

The Investor Rights Agreement also provides that until six months following the date a nominee of or affiliate of RDLT ceases to serve on the Board, RDLT and MC will be required to vote any Company securities beneficially owned by them in accordance with the recommendation of the Board at any meeting of Company stockholders or written consent of Company stockholders, subject to certain exceptions, including exceptions for votes related to (i) the issuance of the Company’s equity securities, other than in connection with an incentive plan or issuances, the proceeds of which will be used to repay indebtedness, (ii) a change in control of the Company under certain circumstances, or (iii) any stockholder proposal. RDLT and MC are also subject to standstill restrictions that prohibit the acquisition of additional equity interests in the Company and certain other actions related to voting equity securities, and certain of the Investor Parties are subject to lockup provisions that restrict the sale of the Company’s Common Stock in excess of 4% of the total outstanding Common Stock immediately following the Closing, or the encumbrance of any Common Stock held by such Investor Parties, in each case for one year, subject to certain exceptions.

The Investor Rights Agreement also provides for certain rights of first offer, co-sale rights and preemptive rights, in each case as set forth in the Investor Rights Agreement, and provides for certain registration rights, including certain demand registration rights, piggyback registration rights and shelf registration rights following the Closing, in each case subject to the restrictions contained in the Investor Rights Agreement.

The foregoing description of the Investor Rights Agreement is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendments to Registration Rights Agreements

In connection with the completion of the Merger, on the Closing Date, the Company entered into two amendments to existing registration rights agreements, each as described below.

The Company and Related CM Advisor, LLC (the “Advisor”) entered into that certain Amendment to Registration Rights Agreement, amending that certain Registration Rights Agreement, dated as of July 13, 2021 (the “2021 RRA”), by and among the Company and the Advisor (the “Amendment to 2021 RRA”) to, among other things, provide that other registration rights granted by the Company, including pursuant to the Investor Rights Agreement, are pari passu with the rights granted under the 2021 RRA with respect to priority on primary and secondary registrations of securities.

The Company and certain investor parties entered into that certain Amendment to Amended and Restated Registration Rights Agreement, amending that certain Amended and Restated Registration Rights Agreement, dated as of December 18, 2020 (the “2020 RRA”), by and among the Company, DFHTA Sponsor LLC, and certain investor parties thereto (the “Amendment to 2020 RRA” and, collectively with the Amendment to 2021 RRA, the “Registration Rights Agreement Amendments”). Pursuant to the Amendment to 2020 RRA, the parties consented to the Company’s grant of registration rights pursuant to the Investor Rights Agreement and the 2021 RRA and provided that other registration rights granted by the Company, including pursuant to the Investor Rights Agreement and 2021 RRA, are pari passu with the rights granted under the 2020 RRA with respect to priority on primary and secondary registrations of securities.

The foregoing descriptions of the Registration Rights Agreement Amendments are qualified in their entirety by reference to the full text of the Registration Rights Agreement Amendments, which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Certificate of Designation, Preferences and Rights of Series A Preferred Stock

On November 10, 2022, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Series A Preferred Stock, establishing the rights, preferences, powers, restrictions and limitations of the Series A Preferred Stock (the “Certificate of Designation”). The Certificate of Designation authorized one share of Series A Preferred Stock and became effective upon filing.

The share of Series A Preferred Stock has a stated par value of $0.0001 and is not convertible into any other class or series of capital stock of the Company. In the event of any Change in Control (as defined in the Merger Agreement), voluntary or involuntary liquidation, dissolution or winding up of the Company, the holder of the share of Series A Preferred Stock is not entitled to be paid out of the assets of the Company for distribution to stockholders. Dividends are not payable on the Series A Preferred Stock.

The holder of the outstanding share of Series A Preferred Stock is entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to the Special Matters (as defined in the Certificate of Designation), and has no other voting rights. In any such vote, the share of Series A Preferred Stock will be entitled to 37,241,783 votes.

At any time on or after the earlier of (a) the date that is two (2) years after the date of issuance or (b) the date that the Earnout Class A Shares (as defined in the Merger Agreement) first become issuable pursuant to the terms of the Merger Agreement, the Company will have the right to elect to have, out of funds legally available therefor, the then outstanding share of Series A Preferred Stock redeemed by the Company (a “Series A Redemption”) for a price per share of Series A Preferred Stock equal to $0.0001 for each share (the “Series A Redemption Price”). Any such Series A Redemption must occur not more than sixty (60) days following receipt by the holder of Series A Preferred Stock of a written election notice (the “Series A Redemption Notice”) from the Company specifying (i) the date of the closing of the redemption (the applicable date, the “Series A Redemption Date”) and (ii) the manner and place designated for surrender by each holder to the Company of his, her, or its certificate or certificates representing the shares of Series A Preferred Stock to be redeemed.

If on the applicable Series A Redemption Date, the Series A Redemption Price is paid (or tendered for payment), then on such date all rights of the holder in the Series A Preferred Stock so redeemed and paid or tendered will cease, and the Series A Preferred Stock will no longer be deemed issued and outstanding.

The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the “Introductory Note” above is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

On November 11, 2022, the Company issued a press release announcing the completion of the Merger, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.

This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statement of business acquired

The audited combined balance sheets of Steward Value-Based Care as of December 31, 2021 and 2020, the related audited combined statements of operations of Steward Value-Based Care for the years ended December 31, 2021 and 2020, the notes related thereto and the Independent Auditor’s Report, are included in the Proxy Statement beginning on page C-1 and are incorporated herein by reference.

The unaudited condensed combined financial statements of Steward Value-Based Care as of and for the three and six months ended June 30, 2022 and 2021 are included in the Proxy Statement beginning on page C-14 and are incorporated herein by reference.

(b) Pro forma financial information

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and the year ended December 31, 2021, and the notes related thereto are included in the Proxy Statement beginning on page D-1 and are incorporated herein by reference.

Exhibit Index

Exhibit Number	Description
2.1+	Agreement and Plan of Merger, dated as of May 31, 2022, by and among CareMax, Inc., certain wholly-owned subsidiaries of CareMax, Inc., Sparta Sub Inc., SNCN Holdco Inc., SICN Holdco Inc., Sparta Holding Co. LLC, and Steward Health Care System LLC, (incorporated by reference to Exhibit 2.1 to CareMax’s Form 8-K, filed with the SEC on June 1, 2022).
3.1	Certificate of Designation of Series A Preferred Stock of CareMax, Inc.
10.1+	Loan and Security Agreement, dated as of November 10, 2022, by and among CAJ Lending LLC as administrative agent and collateral agent, CAJ Lending LLC and Deerfield Partners, L.P. as lenders, and Sparta Merger Sub I LLC, Sparta Merger Sub II LLC, Sparta Merger Sub I Inc., Sparta Merger Sub II Inc., Steward Accountable Care Network, LLC, and Steward National Care Network, LLC as borrowers.
10.2+	Investor Rights Agreement, dated as of November 10, 2022, by and between CareMax, Inc., Dr. Ralph de la Torre, Dr. Michael Callum, and certain other equityholders.
10.3	Amendment to that certain Amended and Restated Registration Rights Agreement, dated as of November 10, 2022, by and among CareMax, Inc. and certain investors, including the Majority Deerfield Investors, the Majority IMC Investors, and the Majority CareMax Investors.
10.4	Amendment to that certain Registration Rights Agreement, dated as of November 10, 2022, by and among CareMax, Inc. and Related CM Advisor, LLC.
10.5	Consent and First Amendment to Credit Agreement, dated as of November 10, 2022, by and among CareMax, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent.
99.1	Press Release, dated November 11, 2022.
99.2	The audited combined balance sheets of Steward Value-Based Care as of December 31, 2021 and 2020, the related audited combined statements of operations of Steward Value-Based Care for the years ended December 31, 2021 and 2020, the notes related thereto and the Independent Auditor’s Report (incorporated by reference to CareMax, Inc.’s Definitive Proxy Statement, filed with the SEC on October 7, 2022).
99.3	The unaudited condensed combined financial statements of Steward Value-Based Care as of and for the three and six months ended June 30, 2022 and 2021 (incorporated by reference to CareMax, Inc.’s Definitive Proxy Statement, filed with the SEC on October 7, 2022).
99.4	The unaudited pro forma condensed combined balance sheet of CareMax, Inc., giving effect to the acquisition of Steward Value-Based Care, as of June 30, 2022 and the unaudited pro forma condensed combined statement of operations of CareMax, Inc., giving effect to the acquisition of Steward Value-Based Care, for the six months ended June 30, 2022 and the year ended December 31, 2021, and the notes related thereto (incorporated by reference to CareMax, Inc.’s Definitive Proxy Statement, filed with the SEC on October 7, 2022).
104	Cover Page Interactive Data File (formatted as Inline XBRL).

+ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2022

CareMax, Inc.
By:	/s/ Kevin Wirges
Name:	Kevin Wirges
Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-3.1

Exhibit 3.1

Certificate of Designation of

Series A Preferred Stock of

CareMax, Inc.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), CareMax, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

WHEREAS, the Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of up to 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the board of directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences, and limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a new series of Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of Designation”) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows:

1. Designation. There shall be a series of Preferred Stock that shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”) and the number of Shares (as defined below) constituting such series shall be one (1). The rights, preferences, powers, restrictions, and limitations of the Series A Preferred Stock shall be as set forth herein.

2. Defined Terms. For purposes hereof, the following terms shall have the following meanings:

“Board” has the meaning set forth in the Recitals.

“Certificate of Designation” has the meaning set forth in the Recitals.

“Certificate of Incorporation” has the meaning set forth in the Recitals.

“Change in Control” has the meaning set forth in the Merger Agreement.

“Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Corporation.

“Corporation” has the meaning set forth in the Preamble.

“Date of Issuance” means, for any Share, the date on which the Corporation initially issues such Share (without regard to any subsequent transfer of such Share or reissuance of the certificate(s) representing such Share).

“Merger Agreement” means that certain Agreement and Plan of Merger by and among the Corporation, Sparta Merger Sub I, Inc., a Delaware corporation, Sparta Merger Sub II, Inc., a Delaware corporation, Sparta Merger Sub III, Inc., a Delaware corporation, Sparta Merger Sub I, LLC, a Delaware limited liability company, Sparta Merger Sub II, LLC, a Delaware limited liability company, Sparta Merger Sub III, LLC, a Delaware limited liability company, Sparta Sub, Inc., a Delaware corporation, SNCN Holdco Inc., a Delaware corporation, SICN Holdco, Inc., a Delaware corporation, Sparta Holding Co. LLC, a Delaware limited liability company, and Steward Health Care System LLC, a Delaware limited liability company, dated as of May 31, 2022, as the same may be amended from time to time.

“Preferred Stock” has the meaning set forth in the Recitals.

“Series A Preferred Stock” has the meaning set forth in Section 1.

“Series A Redemption” has the meaning set forth in Section 6.1.

“Series A Redemption Date” has the meaning set forth in Section 6.1.

“Series A Redemption Notice” has the meaning set forth in Section 6.1.

“Series A Redemption Price” has the meaning set forth in Section 6.1.

“Share” means a share of Series A Preferred Stock.

“Special Matters” means any of the following actions taken by the Corporation: (i) solely if a vote of the Common Stock is required by the DGCL or the listing rules of the Nasdaq Stock Market, or such other national securities exchange on which the Common Stock is primarily listed, the issuance of shares of any class or series of capital stock of the Corporation (or any security convertible into or exercisable for shares of any class or series of capital stock of the Corporation), other than (A) the issuance of shares of any class or series of capital stock of the Corporation (or any security convertible into or exercisable for shares of any class or series of capital stock of the Corporation) to directors, officers, employees, or consultants of the Corporation or its subsidiaries or affiliates as compensation in connection with their service as such, or (B) the issuance of shares of any class or series of capital stock of the Corporation (or any security convertible into or exercisable for shares of any class or series of capital stock of the Corporation), the proceeds of which will be used solely to repay indebtedness of the Corporation and related expenses; and (ii) a Change in Control in which the enterprise value of the Corporation is less than $2,500,000,000.00.

3. Dividends. Dividends shall not be payable on the Series A Preferred Stock.

4. Liquidation. In the event of any Change in Control, voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Shares then outstanding shall not be entitled to be paid out of the assets of the Corporation for distribution to stockholders.

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5. Voting. Each holder of outstanding Shares shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to the Special Matters, and shall have no other voting rights. In any such vote, each Share shall be entitled to Thirty Seven Million Two Hundred Forty One Thousand Seven Hundred Eight Three (37,241,783) votes, which shall be appropriately adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), reclassification, combination, exchange of shares, or other like change with respect to the Common Stock occurring on or after the Date of Issuance Time. Each holder of outstanding Shares shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation’s bylaws.

6. Redemption.

6.1 Redemption. At any time on or after the earlier of (a) the date that is two (2) years after the Date of Issuance or (b) the date that the Earnout Class A Shares (as defined in the Merger Agreement) first become issuable pursuant to the terms of the Merger Agreement, the Corporation shall have the right to elect to have, out of funds legally available therefor, all (but not less than all) of the then outstanding Shares redeemed by the Corporation (a “Series A Redemption”) for a price per Share equal to $0.0001 for each Share (the “Series A Redemption Price”). Any such Series A Redemption shall occur not more than sixty (60) days following receipt by the holders of Series A Preferred Stock of a written election notice (the “Series A Redemption Notice”) from the Corporation specifying (i) the date of the closing of the redemption (the applicable date, the “Series A Redemption Date”) and (ii) the manner and place designated for surrender by each holder to the Corporation of his, her, or its certificate or certificates representing the Shares to be redeemed. In exchange for the surrender to the Corporation by the respective holders of Shares of their certificate or certificates representing such Shares in accordance with Section 6.2 below, the aggregate Series A Redemption Price for all Shares held by each holder of Shares shall be payable in cash in immediately available funds to the respective holders of the Series A Preferred Stock on the applicable Series A Redemption Date.

6.2 Surrender of Certificates. On or before the Series A Redemption Date, each holder of Shares shall surrender the certificate or certificates representing such Shares to the Corporation, in the manner and place designated in the Series A Redemption Notice, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), or, in the event the certificate or certificates are lost, stolen or missing, shall deliver an affidavit of loss, in the manner and place designated in the Series A Redemption Notice. Each surrendered certificate shall be canceled and retired and the Corporation shall thereafter make payment of the applicable Series A Redemption Price by certified check or wire transfer to the holder of record of such certificate.

6.3 Rights Subsequent to Redemption. If on the applicable Series A Redemption Date, the Series A Redemption Price is paid (or tendered for payment) for any of the Shares to be redeemed on such Series A Redemption Date, then on such date all rights of the holder in the Shares so redeemed and paid or tendered, including any rights to dividends on such Shares, shall cease, and such Shares shall no longer be deemed issued and outstanding.

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7. Conversion. The Series A Preferred Stock shall not be convertible into any other class or series of capital stock of the Corporation.

8. Reissuance of Series A Preferred Stock. Any Shares redeemed, converted, or otherwise acquired by the Corporation or any Subsidiary shall be cancelled and retired as authorized and issued shares of capital stock of the Corporation and no such Shares shall thereafter be reissued, sold, or transferred.

9. Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received or delivery is refused by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid; (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent (a) to the Corporation, at its principal executive offices and (b) to any stockholder, at such holder’s address at it appears in the stock records of the Corporation (or at such other address for a stockholder as shall be specified in a notice given in accordance with this Section 9).

10. Amendment and Waiver. No provision of this Certificate of Designation may be amended, modified, or waived except by an instrument in writing executed by the Corporation and Sparta Holding Co. LLC or its successor, and any such written amendment, modification, or waiver will be binding upon the Corporation and each holder of Series A Preferred Stock.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its Chief Executive Officer this November 10, 2022.

CAREMAX, INC.
By:	/s/ Carlos de Solo
Name:	Carlos de Solo
Title:	Chief Executive Officer

[Signature Page to Certificate of Designation (CareMax, Inc. Series A Preferred)]

EX-10.1

Exhibit 10.1

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent (as defined below) pursuant to this Agreement (as defined below) and the exercise of any right or remedy by the Agent or any Lender (as defined below) hereunder is subject to the limitations and provisions contained in the Subordination Agreement (as defined below). In the event of any conflict between the terms of the Subordination Agreement and the terms of this Agreement or any other Loan Document, the terms of the Subordination Agreement shall govern.

Execution Version

SPARTA MERGER SUB I LLC,

SPARTA MERGER SUB II LLC,

SPARTA MERGER SUB I INC.,

SPARTA MERGER SUB II INC.,

STEWARD ACCOUNTABLE CARE NETWORK, LLC,

STEWARD NATIONAL CARE NETWORK, LLC,

AS BORROWERS

CAJ LENDING LLC,

AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

AND

CAJ LENDING LLC, AND

DEERFIELD PARTNERS, L.P.,

LENDERS

LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 10, 2022, by and among CAJ Lending LLC, a Delaware limited liability company, as administrative agent and collateral agent (the “Agent” or “CAJ”), Lenders a party hereto and, (i) pre-Merger, SPARTA MERGER SUB I LLC (“Merger LLC I”), SPARTA MERGER SUB II LLC (“Merger LLC II”), SPARTA MERGER SUB I INC. (“Merger Sub I”), SPARTA MERGER SUB II INC. (“Merger Sub II”), STEWARD ACCOUNTABLE CARE NETWORK, LLC (“SACN”) and STEWARD NATIONAL CARE NETWORK, LLC (“SNCN”), as the initial borrowers (each a “Pre-Merger Borrower” and collectively, the “Pre-Merger Borrowers”), and (ii) post-Merger, SACN and SNCN, as borrowers (each a “Post-Merger Borrower” and collectively, the “Post-Merger Borrowers”), Merger LLC I and Merger LLC II, as guarantors (each a “Guarantor” and collectively, the “Guarantors”).

RECITALS

SACN Holdco Inc. (“SACN Holdco”) is the direct parent of SACN;

SNCN Holdco Inc. (“SNCN Holdco”) is the direct parent of SNCN;

SACN and SNCN are the owners and holder of certain accounts receivable referred to as the “2022 Net Pre-Closing Medicare AR” as otherwise described and defined in the Merger Agreement (defined below);

Pursuant to that certain Agreement and Plan of Merger (“Merger Agreement”) dated May 31, 2022, the closing of which is to be consummated contemporaneously herewith (the “Merger Effective Time”), the following actions (the “Merger”), among other actions not pertinent to this Agreement, shall occur:

Merger Sub I shall merge with and into SACN Holdco Inc.;

Merger Sub II shall merge with and into SNCN Holdco Inc.;

Immediately thereafter,

SACN Holdco shall merge with and into Merger LLC I;

SNCN Holdco shall merger with and into Merger LLC II;

Merger LLC I will contribute this Agreement and the obligations in connection with this Agreement to SACN and thereafter be released of any and all obligations hereunder as a Borrower;

Merger LLC II will contribute this Agreement and the obligations in connection with this Agreement to SNCN thereafter be released of any and all obligations hereunder as a Borrower;

SACN shall change its name to CareMax Accountable Care Network, LLC;

SNCN shall change its name to CareMax National Care Network, LLC; and

The foregoing shall be referred to hereinafter as the “Transaction.”

This Agreement sets forth the terms on which Lenders will advance a term loan funded on the Closing Date (as defined below) to Borrowers and Borrowers will repay the amounts owing to Lenders.

AGREEMENT

The parties agree as follows:

1.    DEFINITIONS AND CONSTRUCTION.

1.1    Definitions. As used in this Agreement, the following terms shall have the following definitions:

“Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles, and all other forms of obligations owing to Borrowers arising out of the Collateral and Borrowers’ Books relating to any of the foregoing.

“Administrative Fee” has the meaning assigned in Section 2.5(a)(iii).

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

“Agent” has the meaning assigned in the preamble hereof.

“Agreement” has the meaning assigned in the preamble hereof.

“Applicable Percentage” means, with respect to any Lender, a percentage equal to a fraction, the numerator of which is the aggregate outstanding principal amount of the Term Loans of such Lender, and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Lenders.

“Borrower” or “Borrowers”, individually or collectively as the context may require, means (i) pre-Merger, the Pre-Merger Borrowers and (ii) post-Merger, the Post-Merger Borrowers.

“Borrowers’ Books” means all of Borrowers’ books and records including: ledgers; records concerning Borrowers’ assets or liabilities, the Collateral, business operations, or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

“Business” means owning and operating an accountable care organization that participates in the Program.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of New York are authorized or required to close.

“Buyer” means the “Buyer” as defined in the Merger Agreement.

“CAJ” has the meaning assigned to such term in the introductory paragraph hereof.

“CAJ Agent Resignation Date” has the meaning assigned to such term in Section 13.10(h).

“CEO Employment Agreement” means that certain Executive Employment Agreement, dated as of December 13, 2021, by and between Carlos de Solo and Managed Healthcare Partners, L.L.C.

“Change in Control” means a transaction in which (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of Borrower or Ultimate Parent ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the board of directors or similar governing body of Borrower or Ultimate Parent, as the case may be, who did not have such power before such transaction or (ii) Ultimate Parent ceases to directly or indirectly own and control all of the voting rights associated with 100% of the outstanding stock of the Borrowers.

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“Closing Date” means the date of this Agreement.

“CMS” means the Center for Medicare and Medicaid Services.

“Code” means the New York Uniform Commercial Code.

“Collateral” means the property described on Exhibit A attached hereto.

“Collateral Assignment” means the Collateral Assignment of Rights with respect to the Merger Agreement, duly executed and delivered by Buyer, as assignor, to Agent, as assignee, for the benefit of the Secured Parties, and acknowledged by the Seller Parties (as defined in the Merger Agreement).

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (a) any indebtedness, lease, dividend, letter of credit, or other obligation of another; (b) any obligations with respect to undrawn letters of credit, corporate credit cards, or merchant services issued or provided for the account of that Person; and (c) all obligations arising under any agreement or arrangement designed to protect such Person against fluctuation in interest rates, currency exchange rates, or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by Agent in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Contribution Share” has the meaning assigned in Section 14.10.

“Control Agreement” means a control agreement, restricted account agreement or similar agreement or document, in each case in form and substance satisfactory to the Agent and entered into for the purpose of perfecting a security interest in favor of Agent, on behalf of the Secured Parties, in each deposit account of any Borrower that constitutes a Specified MSSP Deposit Account, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to Agent (for the benefit of the Secured Parties).

“Credit Extension” means the Term Loan Advance by Lenders to the Borrowers hereunder on the Closing Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Event of Default” has the meaning assigned in Article 8.

“Excess Payment” has the meaning assigned in Section 14.10.

“Federal Healthcare Program” means any “federal health care program” as defined in 42 U.S.C. §1320a-7b(f) (including Medicare, Medicare Advantage, state Medicaid programs (including state Medicaid waiver and Managed Medicaid programs), TRICARE, state CHIP programs, and similar or successor programs) and any other health care or payment program administered or financed in whole or in part by any domestic federal, state or local government and any successor program to any of the above.

“Fixed Rate” means twelve percent (12.00%), per annum.

“GAAP” means generally accepted accounting principles as in effect from time to time.

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“Governmental Authority” means any: (a) nation, state, county, city, district or other similar jurisdiction; (b) federal, state, local or foreign government; (c) governmental or quasi-governmental authority (including any governmental agency, branch, commission, professional board, accrediting body, fiscal intermediary or administrative contractor, bureau, instrumentality, department, official, entity, court or tribunal); or (d) body or other Person entitled by applicable law (or by contract with the parties) to exercise any arbitrative, administrative, executive, judicial, legislative, police, regulatory or taxing authority or power.

“Guaranteed Obligations” has the meaning assigned in Section 14.1.

“Guarantor Pro Rata Share” has the meaning assigned in Section 14.10.

“Guaranty” has the meaning assigned in Section 14.2

“Guarantors” individually or collectively as the context may require, has the meaning assigned in the preamble.

“Health Care Laws” mean any and all laws applicable to the Business relating to the regulation of the healthcare industry, including: (a) licensure and permit requirements for individuals and facilities; (b) applicable laws regarding fee-splitting and the sharing of revenues from Payment Programs; (c) applicable laws regarding claims processing, billing and submission of false or fraudulent claims, and the prohibition on reassignment of claims under Payment Programs; (d) Titles XVIII, XIX and XXI of the Social Security Act and other applicable laws pertaining to Medicare and Medicaid; (e) the Ethics in Patient Referrals Act, 42 U.S.C. §1395nn (the “Stark Law”) and the rules and regulations promulgated thereunder; (f) HIPAA and laws pertaining to medical documentation, medical record retention; (g) applicable laws governing Federal Healthcare Programs; (h) applicable laws pertaining to fraud and abuse, prohibitions against kickbacks, and improper referrals, including the Civil False Claims Act, 31 U.S.C. §§3729 et seq., and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §3801, et seq.), the Criminal False Claims Act, 18 U.S.C. §287 and the False Statements Relating to Health Care Matters Act, 18 U.S.C. §1035, the Health Care Fraud Act, 18 U.S.C. §1347, and the provisions of 42 U.S.C. §1320a-7, 7a, and 7b, et. seq.; (i) the Patient Protection and Affordable Care Act, Public Law 111-148; (j) 42 C.F.R. Part 425; (k) applicable laws regarding quality and safety (including patient safety and reporting of abuse), background checks, adequacy of medical care, documentation of medical necessity, and informed consent to treatment; (l) applicable laws pertaining to the employment of professionals by non-professionals, the practice of medicine, and the ownership and operation of medical practices; (m) applicable laws governing referrals and relationships between referral sources and referral recipients; (n) applicable laws pertaining to patient brokering, advertising and marketing of healthcare services and subcontracting for services; (o) applicable laws governing the hiring of employees or acquisition of services or supplies from Persons excluded from participation in Federal Healthcare Program; (p) the Medicare Prescription Drug, Improvement and Modernization Act of 2003 and the Controlled Substances Act (21 U.S.C. 801, et seq.); and (q) all other laws issued by any Governmental Authority concerning matters similar to those above that are applicable to the Business.

“HIPAA” means, collectively (a) the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (“HIPAA”), the privacy standards adopted by the U.S. Department of Health and Human Services (“HHS”) as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E, the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162, and 164, subpart C, and the privacy provisions (Subtitle D) of the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, as codified at 42 U.S.C. Sections 1320d through d-9, and its and their implementing regulations, rules, and orders, and (b) any other applicable laws concerning the privacy or security of personal health information, including, if applicable, state health information privacy and security laws and state data breach notification laws.

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“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures, or similar instruments, (c) all capital lease obligations, and (d) all Contingent Obligations.

“Insolvency Proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Insolvent” means not Solvent.

“Investment” means any beneficial ownership of (including stock, partnership interest, or other securities) any Person, or any loan, advance, or capital contribution to any Person.

“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

“Lender” or “Lenders”, individually or collectively as the context may require, have the meaning assigned in the preamble hereof.

“Lender Expenses” means all: reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; all the actual costs and expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of Agent, for the benefit of Lenders, including filing and recording fees, expenses and taxes, stamp or documentary taxes and search fees in respect of the Collateral or the Liens under the Loan Documents; and Agent’s and Lenders’ reasonable attorneys’ fees and expenses incurred in amending, enforcing, or defending the Loan Documents (including fees and expenses of appeal), incurred before, during, and after an Insolvency Proceeding, whether or not suit is brought.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest, or other encumbrance.

“Loan Documents” means, collectively, this Agreement, any note or notes executed by Borrowers, the Collateral Assignment, the Subordination Agreement and any other agreement entered into in connection with this Agreement, all as amended, restated, extended, supplemented or otherwise modified from time to time.

“Material Adverse Effect” means a material adverse effect on (a) the operations, business, or financial condition of Borrowers and their Subsidiaries taken as a whole, (b) the ability of Borrowers to repay the Obligations or otherwise perform their obligations under the Loan Documents, or (c) Borrowers’ interest in, or the value, perfection, or priority of Agent’s security interest in the Collateral.

“Medicare Shared Savings Receivables” means the accounts receivable of the Borrowers attributable to the Medicare Shared Savings Program existing immediately prior to the Merger Effective Time, for the year ended 2022.

“Obligations” means all debt, principal, interest, Lender Expenses, and other amounts owed to any Lender by Borrower pursuant to this Agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that a Lender may have obtained by assignment or otherwise.

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“OID” has the meaning assigned in Section 2.5(a)(ii).

“Patents” means all patents, patent applications, and like protections, including without limitation improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same.

“Payment Programs” means Federal Healthcare Programs and any other managed care contract, participation agreement or other billing arrangements with insurance providers or other third party payors, including health maintenance organizations, preferred provider organizations, prepaid plans, accountable care organization, and health care service plans.

“Periodic Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Lenders pursuant to the terms and provisions of any instrument or agreement now or hereafter in existence between Borrower and Lenders.

“Permitted Indebtedness” means:

(a)    Indebtedness of Borrower in favor of Lenders arising under this Agreement or any other Loan Document;

(b)    Indebtedness existing on the Closing Date and disclosed in the Schedule;

(c)    Indebtedness secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided that (i) such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and (ii) such Indebtedness does not exceed One Hundred Thousand Dollars ($100,000) in the aggregate at any given time;

(d)    Senior Debt; and

(e)    Subordinated Debt.

“Permitted Investment” means:

(a)    Investments existing on the Closing Date disclosed in the Schedule; and

(b)    (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any state thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) certificates of deposit maturing no more than one (1) year from the date of investment therein issued by a Lender, and (iv) a Lender’s money market accounts.

“Permitted Liens” means the following:

(a)    any Liens existing on the Closing Date and disclosed in the Schedule or arising under this Agreement or the other Loan Documents;

(b)    Liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided that the same have no priority over any of Agent’s security interests;

(c)    Liens (i) upon or in any equipment which was not financed by Lenders acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, or (ii) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment;

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(d)    Liens pursuant to the Senior Debt; and

(e)    Liens incurred in connection with the extension, renewal, or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (d) above, provided that any extension, renewal, or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed, or refinanced does not increase.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity, or governmental agency.

“Program” means the CMS Medicare Shared Savings Program.

“Pro Rata Share” means, as of any date of determination, with respect to a Lender’s obligation to make a Loan and receive payments of principal, interest, fees, costs, and expenses with respect thereto, the percentage obtained by dividing (x) the aggregate outstanding principal amount of such Lender’s Loans by (y) the aggregate outstanding principal amount of all Loans held by all Lenders.

“Reg W Affiliate” means an “affiliate” as such term is set forth in Section 23A(b)(1) of the Federal Reserve Act (12 USC 371c).

“Required Lenders” means, at any time, a Lender or Lenders having outstanding Term Loans representing a majority of the sum of the total outstanding Term Loans at such time; provided, that if there are two or fewer Lenders at any time, then Required Lenders shall mean all Lenders.

“Responsible Officer” means each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Controller of each Borrower.

“Schedule” means the schedule of exceptions attached hereto and approved by Lenders.

“Secured Parties” has the meaning assigned to such term in Section 13.12.

“Senior Debt” means the obligations of (a) CareMax, Inc., a Delaware corporation (the “Ultimate Parent”), the indirect parent of the Borrowers and (b) each direct or indirect domestic subsidiary of the Ultimate Parent that is or becomes a “Loan Party” (under and as defined therein) pursuant to that certain Credit Agreement, dated as of May 9, 2022, among the Ultimate Parent, its subsidiaries, lenders and issuing banks a party thereto and Jefferies Finance LLC as administrative agent and collateral agent (the “Senior Agent”), as the same may be amended from time to time.

“Solvent” means, with respect to the Borrowers, that the Borrowers are able to pay debts (including trade debts) as they mature; the fair saleable value of Borrowers’ assets (including goodwill minus disposition costs) exceeds the fair value of their liabilities; and Borrowers are not left with unreasonably small capital after the transactions contemplated by the Loan Agreement.

“Specified Merger Representations” means the representations and warranties made by the “Companies” pursuant to Sections 4.04, 4.05, 4.06, 4.09, 4.10, 4.11, 4.17, 4.19, 4.23 and 4.24 of the Merger Agreement.

“Specified MSSP Deposit Account” means each deposit account maintained by any Borrower at any depository bank for the purposes of receiving payments in respect of the Medicare Shared Savings Receivables.

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“Subordinated Debt” means any debt incurred by Borrower that is subordinated to the debt owing by Borrower to Lenders on terms acceptable to Lenders (and identified as being such by Borrower and Lenders).

“Subordination Agreement” means that certain Subordination Agreement, dated on or about the date hereof, by and between the Senior Agent and Agent and acknowledged and agreed to by the Borrowers.

“Subsidiary” means any corporation, company, or partnership in which (a) any general partnership interest or (b) more than fifty percent (50%) of the stock or other units of ownership which by the terms thereof has the ordinary voting power to elect the Board of Directors, managers, or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through an Affiliate.

“Term Loan” means an aggregate principal amount of Thirty-Five Million Five Hundred and Nine Thousand Seven Hundred and Sixty-Four Dollars ($35,509,764.00).

“Term Loan Advance” means the cash advance by Lenders to the Borrowers on the Closing Date under Section 2.1(a).

“Term Loan Maturity Date” means the earlier to occur of (a) November 30, 2023 and (b) three (3) Business Days after Borrower received payment from the United States Department of Health and Human Services for the Medicare Shared Savings Receivables.

“Transfer” has the meaning assigned in Section 7.1.

“Transferred Guarantors” has the meaning assigned in Section 14.9.

1.2    Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP, and all calculations made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements” shall include the notes and schedules thereto.

2.    LOAN AND TERMS OF PAYMENT.

2.1    Credit Extension.

Borrowers promise to pay to Lenders, in lawful money of the United States of America, the aggregate unpaid principal amount of the Term Loan made by Lenders to Borrowers hereunder. Borrowers shall also pay interest on the unpaid principal amount of the Credit Extension at rates in accordance with the terms hereof.

(a)    Term Loan.

(i)    Term Loan. Subject to and upon the terms and conditions of this Agreement, on the Closing Date, each of Lenders agrees, severally but not jointly, to make the principal amount of the Term Loan set forth next to such Lender’s name on Schedule 2.1 to Borrowers. The Term Loan shall be fully funded on the Closing Date. Interest shall accrue from the Closing Date at the rate and shall be paid as specified in Section 2.3. The Term Loan, once repaid, may not be reborrowed. Borrower may prepay the Term Loan in whole or in part without penalty or premium. Each such prepayment shall be paid to Lenders in accordance with their respective Applicable Percentages.

(ii)    Advance Request Form. On or prior to the Closing Date, Borrowers shall notify the Agent (who shall notify Lenders) (which notice shall be irrevocable) by electronic mail of its request for the funding of the Term Loan on the Closing Date. Such notice shall be in a form reasonably acceptable to the Lenders. The notice shall be signed by a Responsible Officer or its designee.

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2.2    Joint and Several Liability.

(a)    All Obligations of Borrowers under this Agreement and the other Loan Documents shall be joint and several obligations of each Borrower, including principal, interest, fees, prepayment premiums (if any), expenses, reimbursements and indemnification obligations and other amounts, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, and expenses that accrue after the commencement by or against any one Borrower of any proceeding under the United States Bankruptcy Code, or any similar laws in any other jurisdictions, regardless of whether such interest, fees, and expenses are allowed or allowable in whole or in part as a claim in such proceeding.

(b)    Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.2), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c)    Subject to the terms and conditions of the Subordination Agreement, if and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full.

(d)    Subject to the terms and conditions of the Subordination Agreement, Obligations of each Borrower under the provisions of this Section 2.2 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower and secured by the Collateral, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.2(d)) or any other circumstances whatsoever.

(e)    Except as otherwise expressly provided in this Agreement or any other Loan Document, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Term Loans made under or pursuant to this Agreement, notice of the occurrence of any unmatured Event of Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement or any other Loan Document). Each Borrower’s joint and several obligations hereunder shall be unconditional irrespective of any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower’s joint and several obligations hereunder shall be unconditional irrespective of any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any Agent’s or Lender’s failure strictly or diligently to assert any right or to pursue any remedy or to comply

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fully with applicable laws or regulations, which might, but for the provisions of this Section 2.2 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.2, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.2 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.2 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or Agent or Lender.

(f)    Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g)    Subject to the terms and conditions of the Subordination Agreement, the provisions of this Section 2.2 are made for the benefit of Agent, and Lenders, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, Lenders, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.2 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.2 will forthwith be reinstated in effect, as though such payment had not been made.

(h)    Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or Lenders hereunder are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

(i)    Each Borrower hereby agrees that after the occurrence and during the continuance of any Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations.

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2.3    Interest Rates, Payments, and Calculations.

(a)    Interest Rates.

(i)    Term Loan. Except as set forth in Section 2.3(b), outstanding Term Loans shall bear interest at a rate equal to the Fixed Rate.

(b)    Payment; Discounts; Late Fee; Default Rate.

(i)    Interest Payment. On the Closing Date, Borrowers shall pay to Lenders by wire transfer, all interest at the Fixed Rate earned from the Closing Date up to and including November 30, 2023, which interest shall be fully earned, due and payable in one lump sum on the Closing Date (the “Closing Date Interest Payment”). All interest payable hereunder shall be paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of setoff or counterclaim or otherwise be affected by any claim or dispute relating to any other matters, and shall be in addition to payment of Fees and the reimbursement of Lender Expenses set forth in Section 2.5 below. Agent, Lenders and Borrowers acknowledge and agree that the Closing Date Interest payment is being paid to Lenders on the Closing Date and such amounts do not reflect the amount of any additional interest (if applicable) accrued and owing during the term of this Agreement, as of the Term Loan Maturity Date or thereafter, whether in respect of Section 2.3(b)(iii), Section 13.1 or otherwise, which such interest shall be paid in-kind and capitalized to principal monthly in arrears.

(ii)    [Reserved].

(iii)    All Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default, at a rate equal to four percentage points (4.00%) above the interest rate applicable immediately prior to the occurrence of the Event of Default.

(c)    Payments. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges to the end that Lenders will receive the entire amount of any Obligations payable hereunder, regardless of source of payment. Borrowers shall in all events pay the remaining outstanding principal balance of the Term Loan in full on the Term Loan Maturity Date.

(d)    Computation. All interest chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360)-day year for the actual number of days elapsed.

2.4    Pro Rata Treatment. All aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows:

(a)    first, to pay any fees and Lender Expenses then due to Agent under the Loan Documents, until paid in full,

(b)    second, to pay any fees and Lender Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full,

(c)    third, ratably to pay interest due in respect of the Loans until paid in full,

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(d)    fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full,

(e)    fifth, to pay any other Obligations then due and owing, until paid in full, and

(f)    sixth, to Borrowers or such other Person entitled thereto under applicable law.

2.5    Fees. Borrowers shall pay to Lenders the following:

(a)    Facility Fee; OID.

(i)    Facility Fee. On the Closing Date, a Facility Fee equal to three percent (3.00%) of the aggregate principal amount of the Term Loan, to each Lender based on its Applicable Percentage;

(ii)    OID. The Borrowers and Lenders agree that: (A) the Term Loans are debt for federal income tax purposes; and (B) the Term Loans of each Lender constitute a single debt instrument for purposes of Sections 1271 through 1275 and 1281 of the Code and the Treasury Regulations thereunder and such debt instrument is described in Treasury Regulations Section 1.1272-1(c)(2) and therefore is governed by the rules set out in Code Section 1.1272-1(a)(2)(c);

(iii)    Administrative Fee. The Borrowers agrees to pay to the Agent, for its own account, an administrative fee in an amount equal to $25,000 for each fiscal quarter (the “Administrative Fee”). On the Merger Effective Time, Borrowers shall pay to Lenders by wire transfer, the Administrative Fee for the period beginning on the date of the Merger Effective Time up to and including November 30, 2023; provided, that if CAJ ceases to be the Agent at any time prior to the Term Loan Maturity Date, then CAJ shall remit to the successor agent an amount equal to (x) the Administrative Fee paid on the Closing Date multiplied by (y) the number of days from and including the CAJ Agent Resignation Date through and including November 30, 2023 divided by (z) 385 days.

(iv)    Fees Generally. The Borrowers agree that once paid, the fees or any part thereof payable hereunder shall not be refundable under any circumstances. All fees payable hereunder shall be paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of setoff or counterclaim or otherwise be affected by any claim or dispute relating to any other matters, and shall be in addition to the reimbursement of Lender Expenses set forth in paragraph (b) below.

(b)    Lender Expenses. On the Closing Date, all Lender Expenses incurred through the Closing Date, including reasonable attorneys’ fees and expenses (including the reasonable and documented fees, charges and disbursements of one primary outside counsel for the Agent and one primary outside counsel for each Lender taken separately), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and any other credit documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and, after the Closing Date pay promptly and in any event within three (3) Business Days after written demand therefor, all Lender Expenses, including reasonable attorneys’ fees and expenses (including the reasonable and documented fees, charges and disbursements of one primary outside counsel for the Agent and one primary outside counsel for each Lender taken separately), as and when they are incurred by Lenders.

2.6    Term. This Agreement shall become effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect for so long as any Obligations remain outstanding. Notwithstanding termination, Agent’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

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3.    CONDITIONS OF LOANS.

3.1    Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Lenders, the following:

(a)    this Agreement duly executed and delivered by each party hereto;

(b)    a certificate of the Secretary of the Borrowers and the Guarantors with respect to existence, good standing as of a recent date, incumbency and resolutions authorizing the execution and delivery of the Loan Documents to which such Person is a party, the borrowing contemplated hereunder, the grants of security interest in the Collateral hereunder and under the Collateral Assignment, and authorizing a guarantee of the Obligations hereunder, in each case certified by an appropriate officer of such Borrower or such Guarantor, as applicable, as of the Closing Date, which certificate states that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect;

(c)    a certificate of the Secretary of the Ultimate Parent with respect to existence, good standing as of a recent date, incumbency and resolutions authorizing the execution and delivery of the Collateral Assignment and authorizing the grants of security interest thereunder, in each case certified by an appropriate officer of the Ultimate Parent, as of the Closing Date, which certificate states that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect;

(d)    [reserved];

(e)    [reserved];

(f)    a consent and amendment from the Senior Agent authorizing the transactions contemplated hereunder;

(g)    the Subordination Agreement duly executed and delivered by each Person party thereto;

(h)    UCC searches and other Lien searches as Lenders shall request;

(i)    a UCC-1 Financing Statement against Ultimate Parent as debtor and Agent as secured party with respect to the collateral specified in the Collateral Assignment;

(j)    UCC-1 Financing Statements against each Borrower as debtor and Agent as secured party with respect to the collateral specified on Exhibit A hereto;

(k)    the Merger shall have been consummated in accordance in all material respects with the terms of the Merger Agreement, without any amendment or waiver of any material condition or provision thereof except as approved by Lenders;

(l)    a certificate of a responsible officer attaching a true, complete and correct copy of the Merger Agreement;

(m)    payment in cash in full of all Fees and Lender Expenses then due specified in Section 2.5 hereof;

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(n)    a certificate of the Chief Financial Officer, other Responsible Officer or authorized signatory acting in such capacity of the Borrowers stating that, after giving effect to the Merger and the transactions contemplated hereby, the Borrowers are Solvent;

(o)    the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date (other than representations and warranties that specify that they are as of a prior date, which shall be true and correct in all material respects on and as of such prior date), and no unmatured Event of Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents;

(p)    timely receipt by Agent of the Advance Request Form as provided in Section 2.1, including a funds flow memorandum;

(q)    (i) an executed Certificate of Beneficial Ownership and (ii) all outstanding documentation and other information about each Borrower, each Guarantor and the Ultimate Parent required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act;

(r)    Borrowers have confirmed that the Transaction will occur (and the Transaction shall occur) contemporaneously with the Term Loan Advance on the Closing Date;

(s)    Agent shall have received (i) evidence of the existence of each Specified MSSP Deposit Account maintained by any Borrower, free and clear of all Liens, and (ii) evidence that such Borrower has directed the United States Department of Health and Human Services to make all payments in respect of the Medicare Shared Savings Receivables into such Specified MSSP Deposit Account; and

(t)    such other documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate.

4.    CREATION OF SECURITY INTEREST.

4.1    Grant of Security Interest. Borrower grants and pledges to Agent, for the benefit of the Secured Parties, a continuing security interest in all presently existing and hereafter acquired or arising Collateral and the proceeds thereof in order to secure prompt repayment of any and all Obligations and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Except as set forth in the Schedule, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in Collateral acquired after the date hereof.

4.2    Delivery of Additional Documentation Required. Borrower shall from time to time execute and deliver to the Agent, at the request of the Agent, all financing statements, and other documents that Agent may reasonably request, in form satisfactory to the Agent, to perfect and continue the perfection of Agent’s (for the benefit of the Secured Parties) security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Within thirty (30) days after the Closing Date, each Borrower shall have delivered a fully executed Control Agreement to Agent in respect of each Specified MSSP Deposit Account in form and substance satisfactory to the Agent.

4.3    Right to Inspect. Any Lender (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.

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5.    REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants as follows:

5.1    Due Organization and Qualification. Borrower and each Subsidiary is (a) a corporation or limited liability company duly existing under the laws of its state of incorporation or formation and (b) is qualified and licensed to do business in (i) its jurisdiction of organization and (ii) any state in which the conduct of its business or its ownership of property requires that it be so qualified, except in the case of clause (b)(ii) where the failure to be so qualified and licensed would not reasonably be expected to have a Material Adverse Effect.

5.2    Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any law or any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any agreement to which Borrower is a party or by which Borrower is bound. Borrower is not in default under any material agreement to which it is a party or by which it is bound. The Borrower has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted, to enter into each Loan Document to which it is a party and to incur the Obligations, grant liens and security interests in the Collateral and consummate the transactions contemplated by the Loan Documents.

5.3    No Prior Encumbrances. Borrower has good and marketable title to the Collateral, free and clear of Liens, except for Permitted Liens.

5.4    Specified Merger Representations. No event or circumstances exist in connection with any of the Specified Merger Representations with respect to the Collateral that could reasonably be considered to have a Material Adverse Effect.

5.5    Name; Location of Chief Executive Office. Except as disclosed in Schedule 5.5, no Borrower done business under any name other than that specified in the Recitals or on the signature page hereof. The legal name, organizational identification number, jurisdiction of formation and chief executive office address for each Borrower is set forth on Schedule 5.5.

5.6    Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against Borrower or any Subsidiary before any court or administrative agency in which an adverse decision could have a Material Adverse Effect.

5.7    Solvency; Payment of Debts. Borrowers are Solvent.

5.8    Regulatory Compliance. Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA, and no event has occurred resulting from Borrower’s failure to comply with ERISA that could result in Borrower’s incurring any material liability. Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. Borrower is not engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Borrower has complied with all of the provisions of the Federal Fair Labor Standards Act. Borrower has not violated any statutes, laws, ordinances, or rules applicable to it, violation of which could have a Material Adverse Effect.

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5.9    Environmental Condition. Except as disclosed in the Schedule, none of Borrower’s or any Subsidiary’s properties or assets has ever been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous owners or operators, in the disposal of, or to produce, store, handle, treat, release, or transport, any hazardous waste or hazardous substance other than in accordance with applicable law; to the best of Borrower’s knowledge, none of Borrower’s properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a hazardous waste or hazardous substance disposal site, or a candidate for closure pursuant to any environmental protection statute; no lien arising under any environmental protection statute has attached to any revenues or to any real or personal property owned by Borrower or any Subsidiary; and neither Borrower nor any Subsidiary has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal, state, or other governmental agency concerning any action or omission by Borrower or any Subsidiary resulting in the releasing, or otherwise disposing of hazardous waste or hazardous substances into the environment.

5.10    Taxes. Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein.

5.11    Subsidiaries. Borrower does not own any stock, partnership interest, or other equity securities of any Person, except for Permitted Investments.

5.12    Government Consents. Borrower and each Subsidiary have obtained all material consents, approvals, and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted.

5.13    Specified MSSP Deposit Accounts. Each Borrower has good and marketable title to the Specified MSSP Deposit Accounts, free and clear of Liens other than Liens in favor of the Agent for the benefit of the Secured Parties. Each Borrower has identified the Specified MSSP Deposit Accounts owned by such Borrower on Schedule 5.13 into which payments in respect of the Medicare Shared Savings Receivables are or shall be made.

5.14    Compliance with Health Care Laws.

(a)    Each Borrower and each Subsidiary has operated in compliance in all material respects with all applicable Health Care Law, and (ii) no Borrower or Subsidiary has received any notice of any material violation or alleged material violation of, or any citation for material noncompliance with all applicable Health Care Law. No Borrower, Subsidiary nor, to the knowledge of the Borrower, any of their respective employees, contracts or agents have received any written notice from any Governmental Authority of any actual or threatened investigation, inquiry, or administrative or judicial action, hearing, or enforcement proceeding by any Governmental Authority, against any Borrower or Subsidiary regarding any material violation of all applicable Health Care Law. No Borrower or Subsidiary is currently a party to, or bound by, any order or corporate integrity agreement with any Governmental Authority concerning such Person’s non-compliance with any applicable Health Care Laws.

(b)    Each Borrower and Subsidiary has (i) all material licenses, consents, certificates, permits, authorizations, accreditations, approvals, registrations, qualifications and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities (each, an “Authorization”) necessary to participate and received shared savings from the Program and (ii) not received written notice that any Governmental Authority is considering limiting, suspending or revoking any such Authorization. Each Borrower and Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations.

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(c)    Each of SACN and SNCN: (i) participates in the Medicare program as an accountable care organization in the Program, (ii) has been at all times and is currently in compliance in with the requirements set forth in 42 C.F.R. Part 425, and any guidance promulgated by pursuant to the Program and (iii) has at all times and is currently in compliance with each Program Participation Agreement that each such entity has entered into with the Program, as well as each provider agreement with providers participating in the Program. Each Borrower and each Subsidiary has repaid all amounts owed to the Program, or any amounts owed by any Borrower or Subsidiary, as applicable, to any participant participating in the Program. Each Borrower and each applicable Subsidiary has billing, coding, and documentation practices that are in compliance with applicable Health Care Laws and has complied with obligations, billing procedures and reimbursement requirements with respect to the Program. Each Borrower and each applicable Subsidiary’s risk adjustment documentation and coding practices are consistent with applicable Program requirements, and no Borrower and no applicable Subsidiary has received any written notification from CMS that such risk adjustment documentation or coding practices are not in compliance Program requirements. No Borrower and no Subsidiary has received any notice of overpayments or recoupments from CMS with respect to the Program amounting to more than $25,000, individually or in the aggregate.

(d)    Each Borrower and Subsidiary has timely, accurately and completely filed all material reports, returns, data and other information required by CMS under the Program and has paid all sums heretofore due with respect to such reports and return. There are no material written documentation requests made by CMS with respect to the Program to which a Borrower or Subsidiary has not responded and no denials of claims are currently being appealed by any Borrower or Subsidiary.

(e)    No Borrower, Subsidiary or any of such Borrower’s or Subsidiary’s employees, officers, directors, members or managers or independent contractors, are excluded from participation in Medicare, Medicaid, or any other government programs, are listed on the excluded individuals list published by the Office of Inspector General of the Department of Health and Human Services (the “OIG”) (https://exclusions.oig.hhs.gov/) or on the “List of Parties Excluded from Federal Procurement and Nonprocurement Programs” on the website of the United States General Services Administration (http://www.arnet.gov/epls/). Each Borrower and Subsidiary screens all employees prior to the employment start date and all independent contractors prior to the commencement date of the contractual relationship and at regular intervals thereafter against the List of Excluded Individuals and Entities maintained by the OIG, state Medicaid exclusion lists, and the System for Awards Management Excluded Parties List System.

(f)    No Borrower or Subsidiary has presented or caused to be presented to any Governmental Authority any claim for payment for an item or service in violation of, or that would be the basis for liability under, the False Claims Act, 31 U.S.C. § 3729 – 3733, any similar state false claims act, the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b, the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812.

(g)    (i) There has been no material data breach affecting any Borrower or Subsidiary; (ii) no Borrower or Subsidiary is currently investigating or assessing a material privacy or security incident that could be found to be a data breach, and (iii) each Borrower and Subsidiary is, and at all relevant times has been, or prior to commencing operations, will be, in compliance in all material respects with HIPAA and the terms of applicable written agreements and privacy and security policies applicable to such Borrower or Subsidiary.

5.15    Full Disclosure. No representation, warranty, or other statement made by Borrower in any certificate or written statement furnished to any Lender or Agent contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading.

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5.16    Medicare Shared Savings Receivable Projection. All projections of the total amount of the Medicare Shared Savings Receivables delivered by or on behalf of the Borrowers to Agent, including the projections delivered by or on behalf of Borrowers on or prior to the Closing Date, represent the Borrower’s good faith estimate of the expected amount of the Medicare Shared Savings Receivables and is based on an good faith analysis performed by an independent third-party expert and assumptions believed by the Borrower to be fair and reasonable in light of current market conditions.

6.    AFFIRMATIVE COVENANTS.

Until the Obligations in respect of all Loan Documents have been paid in full, Borrowers covenant and agree with the Lenders that they shall do all of the following:

6.1    Good Standing. Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in its jurisdiction of incorporation or organization and shall maintain qualification in each jurisdiction in which it is required under applicable law, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals, and agreements, the loss of which would reasonably be expected to have a Material Adverse Effect.

6.2    Government Compliance. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances, and government rules and regulations to which it is subject, noncompliance with which would reasonably be expected to have a Material Adverse Effect.

6.3    Notices. As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Agent (who shall distribute to Lenders) a written statement of a Responsible Officer setting forth details of the Event of Default and the action which Borrower has taken or proposes to take with respect thereto. Borrowers shall notify Agent promptly of each of the following (and in no event later than three (3) calendar days):

(a)    the occurrence or existence of any unmatured Event of Default or Event of Default;

(b)    any dispute, litigation, investigation, other Proceeding or suspension which may exist at any time between any Borrower or any Subsidiary which would (i) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (ii) in which the amount of damages claimed is $250,000 (or its equivalent in another currency or currencies) or more, or (iii) that seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the performance of this Agreement or any other Loan Document;

(c)    any Material Adverse Effect;

(d)    any material change in accounting policies or financial reporting practices by any Borrower or any Subsidiary that has or will have an impact on the Medicare Shared Savings Receivables; and

(e)    the occurrence of any of the following facts, events or circumstances, existing, pending or threatened; in which case, the Borrower shall promptly and within ten (10) days of Agent’s or any Lender’s request, provide Agent with written notice summarizing such facts, events or circumstances, together with such non-privileged supporting data and information as shall be necessary to fully explain to Agent and Lenders the scope and nature of the fact, event or circumstance, and thereafter shall provide to Agent, within ten (10) days of Agent’s or any Lender’s request, such additional non-privileged information as Agent or such Lender shall request regarding such disclosure:

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(f)    that any Borrower or any Subsidiary hereafter receives written notice of any civil or criminal investigations, inquiries or audits involving and/or related to its compliance with applicable Health Care Laws; or

(g)    any charges of material violations of any Program Participation Agreement, involving any Borrower or any Subsidiary, as applicable to the operation of such Person’s business, that would reasonably be expected to result in suspension or revocation of such Borrower’s or Subsidiary’s applicable license or ability to participate in the Program.

Each notice pursuant to this Section 6.3 shall set forth details of the occurrence referred to therein, and, if applicable, state what action the Borrowers propose to take with respect thereto and at what time. Each notice shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.

6.4    Collateral. Borrower shall keep all Collateral in good and marketable condition, free from all material defects except for which adequate reserves have been made.

6.5    Taxes. Borrower shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, and will execute and deliver to Agent, on demand, appropriate certificates attesting to the payment or deposit thereof; and Borrower will make, and will cause each Subsidiary to make, timely payment or deposit of all material tax payments and withholding taxes required of it by applicable laws, including, but not limited to, those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that Borrower or a Subsidiary has made such payments or deposits; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.

6.6    Insurance. Borrower shall also maintain insurance relating to Borrower’s business, ownership, and use of the Collateral in amounts and of a type that are customary to businesses similar to Borrower’s. Upon Agent’s request, Borrower shall deliver to Agent certified copies of such policies of insurance and evidence of the payments of all premiums therefor.

6.7    Further Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Agent to effect the purposes of this Agreement.

6.8    Compliance with Laws; Health Care Laws.

(a)    Without limiting or qualifying Section 6.8(a) above or any other provision of this Agreement, each Borrower and Subsidiary shall comply in all material respects with all Health Care Laws applicable to the Program (including, without limitation, the requirements set forth in 42 C.F.R. Part 425).

(b)    Each Borrower and Subsidiary will maintain in all material respects all records required to be maintained by CMS under any Health Care Law applicable to the Program.

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(c)    The Borrowers and Subsidiaries will:

(i)    except to the extent it would not reasonably be expected to result in a material liability to the Borrowers, keep in full force and effect all Authorizations necessary to participate in and receive shared savings from the Program;

(ii)    promptly furnish or cause to be furnished to Agent (in such form as may be reasonably required by Agent) copies of all non-privileged, reports, pleadings and other material communications received or prepared by a Borrower or Subsidiary relating to any matter that would reasonably be expected to lead to the loss, revocation or suspension (or threatened loss, revocation or suspension) of any material Authorization or of any material qualification of any Borrower or Subsidiary necessary to participate in the Program or to receive the Medicare Shared Savings Receivables;

(iii)    promptly furnish or cause to be furnished to Agent notice of all material fines or penalties imposed by any Government Authority under any applicable Health Care Laws applicable to the Program against any Borrower or Subsidiary in excess of $50,000; and

(iv)    use their best efforts to not use the services of, in any capacity, any person who is excluded from participation in Medicare, Medicaid or any other Federal Health Care Program.

6.9    Assurance of Collection of the Medicare Shared Savings Receivables. Borrowers shall and shall cause each of their Subsidiaries to take all such actions necessary to assure, grant, preserve, protect, achieve, and confirm the receipt and collection of the Medicare Shared Savings Receivables in compliance with the applicable Healthcare Laws.

6.10    Representations and Warranties. Each representation or warranty made by any Borrower herein or in any other Loan Document shall remain true and correct in all material respects (without duplication of any materiality qualifier contained therein) for so long as any Obligations remain outstanding, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein)) as of such earlier date.

7.    NEGATIVE COVENANTS.

Until the Obligations in respect of all Loan Documents have been paid in full, Borrowers covenant and agree with the Lenders that they shall not do any of the following:

7.1    Dispositions. Convey, sell, lease, transfer, or otherwise dispose of (collectively, a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any Collateral, other than: (a) Transfers of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; or (b) Transfers of worn-out or obsolete property which was not financed by Lenders.

7.2    Change in Business; Change in Control or Executive Office. Engage in any business, or permit any of its Subsidiaries to engage in any business, other than the businesses currently engaged in by Borrower and any business similar or related thereto, or a reasonable extension thereof; or suffer or permit a Change in Control; or without twenty (20) days’ prior written notification to Agent, relocate its chief executive office or state of incorporation or change its legal name; or without the Agent’s prior written consent, change the date on which its fiscal year ends; in each such case without the prior written consent of Agent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Section 7.2 to the contrary, the Post-Merger Borrowers may change their legal name without prior written notification to Agent immediately following consummation of the Transaction; provided that after such legal name change, the Post-Merger Borrowers shall promptly execute and deliver such further instruments and take such further action as may reasonably be requested by Agent.

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7.3    Merger Agreement. Cause the Merger Agreement to be amended or modified in any matter that would materially diminish or impair Buyer’s rights in Section 1.11.

7.4    Indebtedness. Create, incur, assume, or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or enter into or remain liable under any agreement containing terms providing for a cash payment or payment in-kind to be made to the purchaser or purchasers thereunder, the return of any purchase price to the purchaser or purchasers thereunder or any similar payment or payments, other than Permitted Indebtedness.

7.5    Encumbrances. Create, incur, assume, or suffer to exist any Lien with respect to the Collateral other than Permitted Liens. Create, incur, assume, or suffer to exist any Lien with respect to any Specified MSSP Deposit Account, other than any Lien created pursuant to a Control Agreement in favor of the Agent.

7.6    Distributions. Utilize any Collateral or the proceeds thereof to pay any dividends or make any other distribution or payment on account of or in redemption, retirement, or purchase of any capital stock.

7.7    Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments; or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrower.

7.8    Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person. Without the prior written consent of Lenders, no part of the proceeds of the Term Loans may be used (a) to purchase any asset or securities (i) issued by any Reg W Affiliate of Lender, (ii) in respect of which, and during any period when, any Reg W Affiliate of a Lender has acted as an underwriter, (iii) sold by any Reg W Affiliate of a Lender acting as a principal, (iv) if the transaction would otherwise result in a violation of Regulation W issued by the Board of Governors of the Federal Reserve System of the United States, as may be amended from time to time, or (v) if the transaction would not comply with 12 C.F.R. 223.16; (b) to pay, in whole or in part, directly or indirectly, any loan made by any Reg W Affiliate of a Lender; or (c) for the benefit of, or to transfer such proceeds to, any Reg W Affiliate of a Lender.

7.9    Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt, or amend any provision contained in any documentation relating to the Subordinated Debt without Lenders’ prior written consent.

7.10    Compliance. Become an “investment company” or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of the Term Loans for such purpose. Fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur, fail to comply with the Federal Fair Labor Standards Act or violate any law or regulation, which violation could have a Material Adverse Effect, or a material adverse effect on the Collateral or the priority of the Agent’s Lien on the Collateral, or permit any of its Subsidiaries to do any of the foregoing.

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7.11    Negative Pledge. Enter into any contractual obligation that permits the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any charge, pledge, Lien or other encumbrance upon any Specified MSSP Deposit Account.

8.    EVENTS OF DEFAULT.

Any one (1) or more of the following events shall constitute an event of default by Borrower under this Agreement (each an “Event of Default”).

8.1    Payment Default. If Borrower fails to pay, when due, principal of the Term Loan (whether at stated maturity, on demand, upon acceleration or otherwise), or within three (3) days of when due, interest, Fees or any other part of the Obligations;

8.2    Covenant Default.

(a)    If Borrower fails to perform any obligation under Article 6 or violates any of the covenants contained in Article 7 of this Agreement; or

(b)    If Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Lenders and as to any default under such other term, provision, condition, or covenant that can be cured, has failed to cure such default within ten (10) days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that, if the default cannot by its nature be cured within the ten (10)-day period or cannot after diligent attempts by Borrower be cured within such ten (10)-day period, and such default is likely to be cured within a reasonable time, Borrower shall have an additional reasonable period (which shall not in any case exceed ten (10) days) to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default;

8.3    Material Adverse Effect. If there occurs a Material Adverse Effect;

8.4    Attachment. If any material portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver, or Person acting in a similar capacity and such attachment, seizure, writ or distress warrant, or levy has not been removed, discharged, or rescinded within ten (10) days, or if Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material portion of Borrower’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of Borrower’s assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten (10) days after Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower;

8.5    Insolvency. If Borrower becomes Insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency Proceeding is commenced against Borrower and is not dismissed or stayed within thirty (30) days;

8.6    Other Agreements. If there is a default or other failure to perform in any agreement to which Borrower is a party or by which it is bound resulting in a right by a third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of One Hundred Thousand Dollars ($100,000) or which would reasonably be expected to have a Material Adverse Effect other than in connection with the Senior Debt;

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8.7    Judgments. If a judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least Five Hundred Thousand Dollars ($500,000) other than in connection with the Senior Debt shall be rendered against Borrower and shall remain unsatisfied and unstayed for a period of ten (10) days;

8.8    Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to the Agent or any Lender by any Responsible Officer pursuant to this Agreement or to induce any Lender or Agent to enter into this Agreement or any other Loan Document;

8.9    Change in Control. A Change in Control shall occur; or

8.10    Validity of Loan Documents. The validity of any Loan Document shall be contested by any Borrower, any Guarantor or the Ultimate Parent or any of their respective Subsidiaries, or any applicable law shall purport to render any material provision of any Loan Document invalid or unenforceable or shall purport to prevent or materially delay the performance or observance by any Borrower, any Guarantor or the Ultimate Parent or any of their respective Subsidiaries of the Obligations.

9.    AGENTS’ RIGHTS AND REMEDIES.

9.1    Rights and Remedies. Upon the occurrence and during the continuance of (a) an Event of Default under Section 8.5 automatically or (b) any other Event of Default, Agent, acting at the direction of the Required Lenders (other than with respect to an Event of Default solely resulting due to the occurrence of a Change in Control, in which case the Agent will act at the direction of any Lender), without notice, demand or presentment, do any one (1) or more of the following, all of which are authorized by Borrower:

(a)    Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that, upon the occurrence of an Event of Default described in Section 8.5, all Obligations shall become immediately due and payable without any action by Agent);

(b)    Cause Buyer’s rights and remedies in Section 1.11 to be enforced;

(c)    Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between Borrower, Agent and Lenders;

(d)    Settle or adjust disputes and claims directly with account debtors for amounts, upon terms, and in whatever order that Agent reasonably considers advisable;

(e)    Make such payments and do such acts as Agent considers necessary or reasonable to protect its security interest in the Collateral. Borrower agrees to assemble the Collateral if Agent so requires, and to make the Collateral available to Agent as Agent may designate. Borrower authorizes Agent to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Agent’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Borrower’s owned premises, Borrower hereby grants Agent a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Agent’s rights or remedies provided herein, at law, in equity, or otherwise;

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(f)    Set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Agent, or (ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Agent;

(g)    Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Agent is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements shall inure to the Secured Parties’ benefit;

(h)    Dispose of the Collateral by way of one (1) or more contracts or transactions, for cash or on terms, in such manner, and at such places (including Borrower’s premises) as Agent determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Agent deems appropriate;

(i)    Agent may credit bid and purchase at any public sale; and

(j)    Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

9.2    Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Agent’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Agent’s possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable. In addition, Borrower hereby irrevocably appoints Agent (and any of Agent’s designated officers, or employees) to file, in its sole discretion, one (1) or more financing or continuation statements and amendments thereto, relative to any of the Collateral. The appointment of Agent as Borrower’s attorney in fact, and each and every one of Agent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Lenders’ obligation to provide Credit Extensions hereunder is terminated.

9.3    Accounts Collection. At any time after the occurrence of an Event of Default, Agent may notify any Person owing funds to Borrower of Agent’s security interest in such funds and verify the amount of such Account. Borrower shall collect all amounts owing to Borrower for Agent, receive in trust all payments as Agent’s trustee, and immediately deliver such payments to Agent in their original form as received from the account debtor, with proper endorsements for deposit.

9.4    Lender Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, Agent may do any or all of the following after reasonable notice to Borrower: (a) make payment of the same or any part thereof; (b) set up such reserves under a loan facility in Section 2.1 as Agent deems necessary to protect Lenders from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.6 of this Agreement, and take any action with respect to such policies as Agent deems

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reasonably prudent. Any amounts so paid or deposited by Agent shall constitute Lender Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Agent shall not constitute an agreement by Agent to make similar payments in the future or a waiver by Agent of any Event of Default under this Agreement.

9.5    Lender’s Liability for Collateral. So long as Agent complies with reasonable lending practices, Agent and Lenders shall not in any way or manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person whomsoever. All risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.

9.6    Remedies Cumulative. Agent and Lenders’ rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Agent and Lenders shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Agent or Lenders of one right or remedy shall be deemed an election, and no waiver by Agent or Lenders of any Event of Default on Borrower’s part shall be deemed a continuing waiver. No delay by Agent or Lenders shall constitute a waiver, election, or acquiescence by it. No waiver by Agent or Lenders shall be effective unless made in a written document signed on behalf of Agent or Lenders and then shall be effective only in the specific instance and for the specific purpose for which it was given.

9.7    Demand; Protest. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Agent or Lenders on which Borrower may in any way be liable.

10.    NOTICES. All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon receipt when sent via U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon receipt, when sent by electronic mail with receipt confirmed by non-automatic means; (c) upon receipt when sent via a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any Lender or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Article 10.

If to Borrower: c/o CareMax Holdings, LLC 1000 NW 57 Court, Suite 400 Miami. FL 33126 Attn: General Counsel EMAIL:   With a copy (which shall not constitute notice) to:   DLA Piper LLP (US) 200 S. Biscayne Boulevard, Suite 2500 Miami, FL 33131 Attn: Joshua M. Samek, Esq. EMAIL:

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If to Agent:	c/o CareMax Holdings, LLC 1000 NW 57 Court, Suite 400 Miami. FL 33126 Attn: Carlos de Solo EMAIL:
With a copy to Lenders:	c/o CareMax Holdings, LLC 1000 NW 57 Court, Suite 400 Miami. FL 33126 Attn: Carlos de Solo EMAIL: c/o Deerfield Management Company, L.P. 345 Park Avenue South, 12th Floor New York, NY 10010 Attn: David J. Clark Email: with a copy to: Katten Muchin Rosenman LLP 525 W. Monroe Street Chicago, Illinois 60661 Attn: Mark D. Wood, Esq. Email:

The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

11.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

12.    JURISDICTION AND JURY TRIAL WAIVER.

12.1    Borrower hereby irrevocably consents that any suit, legal action or proceeding against Borrower or any of its properties with respect to any of the rights or obligations arising directly or indirectly under or relating to this Agreement or any other Loan Document may be brought in any jurisdiction, including, without limitation, any New York State or United States Federal Court located in the Southern District of New York, as Agent and Lenders may elect, and by execution and delivery of this Agreement, Borrower hereby irrevocably submits to and accepts with regard to any such suit, legal action, or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Borrower hereby irrevocably consents to the service of process in any such suit, legal action, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to Borrower at its address set forth herein. The foregoing shall not limit the right of Agent or Lenders to serve process in any other manner permitted by law or to bring any suit, legal action, or proceeding or to obtain execution of judgment in any other jurisdiction.

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12.2    Borrower hereby irrevocably waives any objection which Borrower may now or hereafter have to the laying of venue of any suit, legal action, or proceeding arising directly or indirectly under or relating to this Agreement or any other Loan Document in any state or federal court located in any jurisdiction, including without limitation, any state or federal court located in the Southern District of New York chosen by Agent and Lenders in accordance with this Article 12 and hereby further irrevocably waives any claim that a court located in the Southern District of New York is not a convenient forum for any such suit, legal action, or proceeding.

12.3    Borrower hereby irrevocably agrees that any suit, legal action, or proceeding commenced by Borrower with respect to any rights or obligations arising directly or indirectly under or relating to this Agreement or any other Loan Document (except as expressly set forth therein to the contrary) shall be brought exclusively in any New York State or United States Federal Court located in the Southern District of New York.

12.4    Borrower hereby waives any defense or claim based on marshaling of assets or election or remedies or guaranties.

12.5    Borrower, Agent and Lenders (by its acceptance of this Agreement) hereby irrevocably waive all right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to any obligation of Borrower or this Agreement or any other Loan Document.

13.    GENERAL PROVISIONS.

13.1    Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrowers without Lenders’ prior written consent, which consent may be granted or withheld in Lenders’ sole discretion; provided that if Carlos de Solo no longer serves as the Chief Executive Officer of the Ultimate Parent (other than as a result of termination by the Ultimate Parent for Cause (as defined in the CEO Employment Agreement) or by Carlos de Solo other than for Good Reason (as defined in the CEO Employment Agreement)), then upon the written request of Carlos de Solo (the date such request is delivered, the “CEO Assignment Request Date”), Borrowers shall use their commercially reasonable efforts to assign the amount of the Obligations owed to CAJ on the CEO Assignment Request Date (such Obligations, the “CEO Assignment Obligations”), and if the Borrowers are not able to assign the CEO Assignment Obligations within sixty (60) days of the CEO Assignment Request Date, then the Fixed Rate on all Loans (for the avoidance of doubt, whether such Loans are held by CAJ or any other Lender) will increase by five percent (5.00%) from the CEO Assignment Request Date (including, for the avoidance of doubt, retroactively) until the date such CEO Assignment Obligations are paid in full.

13.2    Indemnification. Borrower shall defend, indemnify, and hold harmless Agent and Lenders and their officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or Lender Expenses in any way suffered, incurred, or paid by Agent or Lenders as a result of or in any way arising out of, following, or consequential to transactions between Agent, Lenders and Borrower whether under this Agreement, or otherwise (including without limitation reasonable attorneys’ fees and expenses), except for losses caused by Agent and/or Lenders’ gross negligence or willful misconduct.

13.3    [Reserved].

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13.4    Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

13.5    Amendments in Writing; Integration. Neither this Agreement nor the Loan Documents can be amended or terminated orally. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the Loan Documents, if any, are merged into this Agreement and the Loan Documents. None of the terms or provisions of this Agreement may be waived, altered, modified, or amended, except as the Required Lenders may consent thereto in writing duly signed for and on their behalf; provided that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Borrowers, do any of the following:

(a)    increase or extend the commitment or Loans of any Lender;

(b)    postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document;

(c)    reduce the principal of, or the rate of interest on, any Loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document;

(d)    change the Pro Rata Share that is required to take any action hereunder;

(e)    amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders;

(f)    release Agent’s Lien in and to any of the Collateral;

(g)    amend any of the provisions of Section 2.4;

(h)    amend any of the provisions of Section 13.10;

(i)    change the definition of “Required Lenders” or “Pro Rata Share”;

(j)    contractually subordinate any of the Agent’s Liens (other than pursuant to the Subordination Agreement);

(k)    release any Borrower or Guarantor from any obligation for the payment of money; or

(l)    amend any of the provisions of Section 13.1.

13.6    Counterparts/Acceptance. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one (1) and the same Agreement. Each Lender hereby acknowledges and agrees that this Agreement has been executed and accepted by such Lender in the State of New York.

13.7    Survival. All covenants, representations, and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding or Lenders have any obligation to make Credit Extensions to Borrower. The obligations of Borrower to indemnify Agent and/or Lenders with respect to the expenses, damages, losses, costs, and liabilities described in Section 13.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Agent and/or Lenders have run.

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13.8    Disclosure. The Borrowers shall ensure that, not later than 8:30 a.m., New York City time, on November 14, 2022, the Ultimate Parent shall file a Current Report on Form 8-K disclosing this Agreement and the transactions contemplated hereby and including as exhibits thereto, this Agreement (including schedules and exhibits hereto) and the agreements entered into in connection herewith, in each case without redaction.

13.9    Patriot Act Notice. Agent and Lenders notify Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify, and record information that identifies Borrower, which information includes names and addresses and other information that will allow Lenders to identify Borrower in accordance with the Patriot Act.

13.10    Appointment of Agent.

(a)    Appointment and Authorization. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Notwithstanding anything herein or in any Note to the contrary, no Lender shall enforce any, nor exercise any, of his, her or its rights as a Lender or as a lender to, or creditor of, Borrower in respect of the Loan made by him, her or it hereunder or in respect of the Note issued to him, her or it hereunder, in each case without the prior written consent of the Agent. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

(b)    Liability of the Agent. Neither the Agent nor any of it representatives shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of Lenders for any recital, statement, representation or warranty made by Borrower or any subsidiary or affiliate thereof (each a “Credit Party”), any officer thereof contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or for the value of any collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Credit Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. Neither the Agent nor any of its representatives shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Credit Party. The Agent shall have no obligation whatsoever to any Lender or any other Person to assure that any collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered or that any liens granted to the Agent have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority.

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(c)    Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile or telephone message, statement or other document or conversation believed by it to be genuine and to have been signed, sent or made by the proper person or entity, and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of Lenders.

(d)    Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Agent shall take such action with respect to such Default or Event of Default as shall be requested by Lenders in accordance with Section 8; provided, however, that unless and until the Agent shall have received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of Lenders.

(e)    Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any of its representatives has made any representation or warranty to it and that no act by the Agent hereinafter taken, including any review of the affairs of any Credit Party and its Subsidiaries shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder.

(f)    Indemnification of Agent. Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor Lenders shall indemnify the Agent (to the extent not reimbursed by or on behalf of the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably from and against any and all losses of any kind whatsoever which may at any time (including at any time following the repayment of the Loans hereunder and the termination or resignation of the Agent) be imposed on, incurred by or asserted against the Agent as Agent in any way relating to or arising out of this Agreement, any other Loan Document or any document contemplated by or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing. In addition, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out of pocket expenses (including attorney’s fees and expenses) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrower. Without limiting the generality of the foregoing, if the Internal Revenue Service or any other governmental authority of the United States or other jurisdiction asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the

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Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section 13.10, together with all related costs and expenses (including attorney’s fees and expenses). The obligation of Lenders in this Section 13.10 shall survive the payment of all obligations of Borrower hereunder.

(g)    Agent and Lenders in Individual Capacity. Agent and Lenders, each in its individual capacity (and not in its capacity as “Agent” or “Lender” hereunder, as the case may be) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory or other business with the Credit Parties and their Subsidiaries and Affiliates and without notice to or consent of Lenders. With respect to the loans hereunder, CAJ Lending LLC, shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent, and the terms “Lender” and “Lenders” shall include CAJ Lending LLC, in its individual capacity.

(h)    Successor Agent to CAJ. Notwithstanding anything to the contrary set forth in this Agreement, CAJ, in its capacity as Agent, shall resign as Agent promptly (the “CAJ Agent Resignation Date”) following the CEO Assignment Request Date. If CAJ resigns as Agent under this Agreement, then so long as Deerfield Partners. L.P. holds any outstanding Obligations, Deerfield Partners, L.P. shall have the power to appoint a successor Agent in its sole discretion. If no successor Agent has accepted appointment as Agent by the CAJ Agent Resignation Date, CAJ’s resignation or removal as Agent shall nevertheless thereupon become effective, and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as Deerfield Partners, L.P. appoints a successor Agent.

13.11    Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed by or against Borrower for liquidation or reorganization, should Borrower become Insolvent or make an assignment for the benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager, or trustee be appointed for all or any significant part of Borrower’s assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored, or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored, or returned.

13.12    Independent Nature of Secured Parties. Notwithstanding anything to the contrary contained herein, the obligations of Agent and each Lender (collectively, the “Secured Parties” and each, a “Secured Party”) under the Loan Documents are several and not joint with the obligations of any other Secured Party, and no Secured Party shall be responsible in any way for the performance of any of the obligations of any other Secured Party under the Loan Documents. Each Secured Party shall be responsible only for its own representations, warranties, agreements and covenants under the Loan Documents. The decision of each Secured Party to acquire the Term Loans pursuant to the Loan Documents has been made by such Secured Party independently of any other Secured Party and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Borrowers, Guarantors or any of their Subsidiaries that may have been made or given by any other Secured Party or by any agent, attorney, advisor, representative or employee of any other Secured Party, and no Secured Party or any of its agents, attorneys, advisors, representatives or employees shall have any liability to any other Secured Party (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained in the Loan Documents, and no action taken by any Secured Party pursuant

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hereto or thereto (including a Secured Party’s acquisition of Obligations or Term Loans at the same time as any other Secured Party), shall be deemed to constitute the Secured Parties as, and each of the Borrowers and the Guarantors acknowledges and agrees that the Secured Parties do not thereby constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Secured Parties are in any way acting in concert or as a group with respect to such Obligations or the transactions contemplated by any of the Loan Documents, and no Borrower shall assert any contrary position.

13.13    No Fiduciary Relationship. Each Borrower and Guarantor acknowledges and agrees that (a) each Secured Party is acting at arm’s length from the Borrowers and Guarantors with respect to this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; (b) no Secured Party will, by virtue of this Agreement or any of the other Loan Documents or any transaction contemplated hereby or thereby, be (nor, to their knowledge, otherwise is) an Affiliate of, or have any agency, tenancy or joint venture relationship with, any Borrower or any Guarantor; (c) no Secured Party has acted, or is or will be acting, as a financial advisor to, or fiduciary (or in any similar capacity) of, or has any fiduciary or similar duty to, any Borrower or any Guarantor with respect to, or in connection with, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby, and each Borrower and Guarantor agree not to assert, and hereby waives, to the fullest extent permitted under applicable law, any claim that any Secured Party has any fiduciary duty to such party; (d) any advice given by a Secured Party or any of its representatives or agents in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby is merely incidental to such Secured Party’s performance of its obligations hereunder and thereunder (including, in the case of each of Lenders, its issuance of the Term Loans); and (e) the Borrowers’ and Guarantors’ decision to enter into the Loan Documents has been based solely on the independent evaluation by such persons and their representatives.

13.14    Equitable Relief. Each Borrower and Guarantor recognizes that in the event Borrowers fail to pay, perform, observe, or discharge any or all of the Obligations, any remedy at law may prove to be inadequate relief to Agent or Lenders. Each Borrower and Guarantor therefore agree that Agent or any Lender, if Agent or such Lender so requests, shall be entitled to temporary and permanent injunctive relief and any other equitable relief in any such case without the necessity of proving actual damages and without the necessity of posting bond or other security.

13.15    Subordination Agreement. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent or any Lender hereunder is subject to the limitations and provisions contained in the Subordination Agreement. In the event of any conflict between the terms of the Subordination Agreement and the terms of this Agreement or any other Loan Document, the terms of the Subordination Agreement shall govern.

14.    GUARANTY.

14.1    The Guarantee. Subject to the terms and conditions of the Subordination Agreement, the Guarantors hereby, jointly and severally, guarantee, as primary obligors and not merely as sureties to each Secured Party and their respective successors and assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Credit Extensions and all other Obligations (such obligations being herein collectively called the “Guaranteed Obligations”). Subject to the terms and conditions of the Subordination Agreement, the Guarantors hereby jointly and severally agree that if the Borrower or any other Guarantor(s) shall fail to pay in full when due (whether at stated maturity,

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by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

14.2    Obligations Unconditional. The obligations of the Guarantors under Section 14.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Loan Documents or the Guaranteed Obligations under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (other than payment in full of the Guaranteed Obligations). Without limiting the generality of the foregoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

The obligations of the Guarantors under Section 14.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Loan Documents or the Guaranteed Obligations under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (other than payment in full of the Guaranteed Obligations). Without limiting the generality of the foregoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i)    at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii)    any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein, including any exercise of remedies, shall be done or omitted;

(iii)    the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended or modified in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or, respectively, therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)    any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to be valid, perfected or to have the priority required under the Loan Documents or is avoided or set aside as a preference, fraudulent conveyance or otherwise;

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(v)    the release of any other Guarantor pursuant to the Loan Documents;

(vi)    any renewal, extension or acceleration of, or any increase in the amount of the Guaranteed Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; or

(vii)    any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations.

The Guarantors hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any Guarantor under this Agreement or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by law, any and all notice of the modifications, creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon the guarantee in this Article XIV (the “Guaranty”) or acceptance of the Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. Each payment required to be made hereunder shall be made without setoff or counterclaim in immediately available funds. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

14.3    Reinstatement. The obligations of the Guarantors under this Article XIV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or any Guarantor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

14.4    Subrogation; Subordination. Each Guarantor hereby agrees that until the payment in full of the Guaranteed Obligations it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 14.01, whether by subrogation, continuation, indemnification or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Guarantor owing to another Guarantor shall be subordinated to such Guarantor’s Guaranteed Obligations in the manner evidencing such Indebtedness; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnity obligations), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Agent and Lenders to the extent of any payment hereunder.

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14.5    Remedies. Subject to the terms and conditions of the Subordination Agreement, the Guarantors jointly and severally agree that, as between the Guarantors and Lenders, the Obligations of the Borrower under this Agreement and other Loan Documents may be declared to be forthwith due and payable as provided in Article IX (and shall be deemed to have become automatically due and payable in the circumstances provided in Article IX) for purposes of Section 14.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such Obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 14.01.

14.6    Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article XIV constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

14.7    Continuing Guarantee. The guarantee in this Article XIV is a continuing guarantee of payment and performance, and shall apply to all Guaranteed Obligations whenever arising.

14.8    General Limitation on Guaranteed Obligations. In any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other applicable law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 14.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 14.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, or any other person, be automatically limited and reduced to the highest amount (after giving effect to the rights of subrogation and contribution established in Section 14.04 and Section 14.10 respectively) that is valid and enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

14.9    Release of Guarantors. If in compliance with the terms and provisions of the Loan Documents, all of the equity interests or all or substantially all of the assets of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons (other than the Borrower or any other Guarantor) then such Transferred Guarantor shall, upon the consummation of such sale or transfer, be immediately and automatically released from its obligations under this Agreement and the other Loan Documents, and so long as Borrower shall have previously provided the Agent such certifications or documents as the Agent shall reasonably request, the Agent shall take such actions as are necessary or reasonably requested to effect each release described in this Section 14.09 in accordance with the relevant provisions of the Loan Documents.

14.10    Right of Contribution.

(a)    The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Guarantor under this Section 14.10 shall be subordinate and subject in right of payment to the Guaranteed Obligations until such time as the payment

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in full of the Guaranteed Obligations, and none of the Guarantors shall exercise any right or remedy under this Section 14.10 against any other Guarantor until such time as the payment in full of the Guaranteed Obligations. For purposes of this Section 14.10, (x) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Guarantor Pro Rata Share of any Obligations, (y) “Guarantor Pro Rata Share” shall mean, for any Guarantor in respect of any payment of the Obligations, the ratio (expressed as a percentage) as of the date of such payment of the Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, un-matured, and un-liquidated liabilities, but excluding the Obligations of such Guarantor) to (ii) the amount by which the aggregate present fair salable value of its assets of all Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, un-matured, and un-liquidated liabilities, but excluding the Obligations of the Guarantor) of the Guarantors; and (z) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, un-matured, and un-liquidated liabilities, but excluding the Obligations of such Guarantor) to (ii) the amount by which the aggregate present fair salable value of all assets of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, un-matured, and un-liquidated liabilities, but excluding the Obligations of the Guarantors) of the Guarantors other than the maker of such Excess Payment. Nothing in this Section 14.10 shall require any Guarantor to pay its Contribution Share of any Excess Payment in the absence of a demand therefor by the Guarantor that has made the Excess Payment. Without limiting the foregoing in any manner, it is the intent of the parties hereto that as of any date of determination, no Contribution Share of any Guarantor shall be greater than the maximum amount of the claim which could then be recovered from such Guarantor under this Section 14.10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(b)    This Section 14.10 is intended only to define the relative rights of the Guarantors and nothing set forth in this Section 14.10 is intended to or shall impair the Obligations of the Borrower or the Guaranteed Obligations of the Guarantors, jointly and severally, to pay any amounts and perform any Obligations or Guaranteed Obligations, as applicable, as and when the same shall become due and payable or required to be performed in accordance with the terms of this Agreement or any other Loan Document, as the case may be. Nothing contained in this Section 14.10 shall limit the liability of the Borrower to pay the Credit Extensions and accrued interest, fees and expenses with respect thereto for which Borrower shall be primarily liable.

(c)    The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantors to which such contribution and indemnification is owing.

(d)    The rights of any indemnified Guarantor against the other Guarantors under this Section 14.10 shall be exercisable upon, but shall not be exercisable prior to, the payment in full of the Obligations.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

SPARTA MERGER SUB I LLC

SPARTA MERGER SUB II LLC

SPARTA MERGER SUB I INC.

SPARTA MERGER SUB II INC.

By: /s/ Carlos de Solo                                        

Name: Carlos de Solo

Title: Chief Executive Officer

[Signature Page to Loan and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

STEWARD ACCOUNTABLE CARE NETWORK, LLC

By: /s/ Carlos de Solo                                        

Name: Carlos de Solo

Title: Authorized Signatory

STEWARD NATIONAL CARE NETWORK, LLC

By: /s/ Carlos de Solo                                        

Name: Carlos de Solo

Title: Authorized Signatory

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SOLELY FOR PURPOSES OF SECTIONS 13.12, 13.13, 13.14 AND ARTICLE 14

SPARTA MERGER SUB I LLC

SPARTA MERGER SUB II LLC

By: /s/ Carlos de Solo                                        

Name: Carlos de Solo

Title: Chief Executive Officer

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CAJ LENDING LLC, AGENT AND LENDER

By: /s/ Carlos de Solo                                    

Name: Carlos de Solo

Title: Authorized Signatory

[Signature Page to Loan and Security Agreement]

DEERFIELD PARTNERS, L.P.,

as a Lender

By: Deerfield Mgmt, L.P., its General Partner

By: J.E. Flynn Capital, LLC, its General Partner

By: /s/ David Clark                                    

Name: David Clark

Title: Authorized Signatory

    Address:

    c/o Deerfield Management Company, L.P.

    345 Park Avenue South, 12th Floor

    New York, NY 10010

    Attn: David J. Clark

    Email:

    with a copy to:

    Katten Muchin Rosenman LLP

    525 W. Monroe Street

    Chicago, Illinois 60661

    Attn: Mark D. Wood, Esq.

    Email:

[Signature Page to Loan and Security Agreement]

EXHIBIT A

DEBTOR:	[STEWARD ACCOUNTABLE CARE NETWORK, LLC][ STEWARD NATIONAL CARE NETWORK, LLC]
SECURED PARTY:	[    ]

COLLATERAL DESCRIPTION ATTACHMENT

TO LOAN AND SECURITY AGREEMENT

All of the following personal property of each Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located:

the Medicare Shared Savings Receivables and any and all proceeds thereof, and all of each Debtor’s books and records with respect to any of the foregoing, and any and all proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in the New York Uniform Commercial Code, as amended or supplemented from time to time.

“Medicare Shared Savings Program” means the alternative payment model known as the Medicare shared savings program for accountable care organizations, or any successor or similar model, implemented by the United States Department of Health and Human Services Centers for Medicare and Medicaid Services.

“Medicare Shared Savings Receivables” means the accounts receivable of the Borrower attributable to the Medicare Shared Savings Program existing immediately prior to the Merger Effective Time, for the year ended 2022.

Exhibit A

SCHEDULE 2.1

TERM LOAN COMMITMENTS

Lender	Term Loan Commitment
CAJ Lending LLC	$25,509,764.00
Deerfield Partners, L.P.	$10,000,000.00
Total	$35,509,764.00

Attachment

EX-10.2

Exhibit 10.2

Execution Version

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED

PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED

INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE

REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of November 10, 2022, by and among CareMax, Inc., a Delaware corporation (the “Company”), Dr. Ralph de la Torre (“RDLT”), Dr. Michael Callum (“MC”), Medical Properties Trust, Inc., a Maryland corporation (“MPT”), Sparta Holding Co. LLC, a Delaware limited liability company (“Seller”), and each of the other Persons who, at any time, own securities of the Company and are set forth on the signature pages hereto or enter into a joinder to this Agreement, in each case, agreeing to be bound by the terms hereof. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 8.1 hereof.

RECITALS

WHEREAS, the Company, Sparta Sub Inc., a Delaware corporation (“SACN Holdco”), Steward National Care Network Inc., a Delaware corporation (“SNCN Holdco”), Steward Integrated Care Network Inc., a Delaware corporation (“SICN Holdco” and, collectively with SACN Holdco and SNCN Holdco, the “Target Companies”), Seller and certain other parties thereto, have entered into that certain Asgreement and Plan of Merger, dated as of May 27, 2022 (as the same may be amended from time to time, the “Merger Agreement”);

WHEREAS, upon, and subject to, the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), all of the issued and outstanding shares of the Target Companies were automatically converted into the right to receive (i) a cash payment and 23,500,000 shares of Common Stock, as adjusted pursuant to the terms of the Merger Agreement (the “Closing Class A Shares”), and (ii) the Earnout Class A Shares (as defined in the Merger Agreement) (if any), to the extent issuable to Seller in accordance with the Merger Agreement (the Closing Class A Shares together with the Earnout Class A Shares, the “Seller Class A Shares”); and

WHEREAS, the parties hereto wish to set forth certain understandings between such parties, including with respect to certain governance matters and the Steward Parties’ ownership of shares of Common Stock and to establish certain rights, restrictions and obligations of the Company and the Steward Parties.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

CORPORATE GOVERNANCE

Section 1.1 Election of Directors. Subject to the terms and conditions of this Agreement, (i) from and after the Closing until the First Threshold Date, RDLT shall have the right to designate one individual (in his discretion) to be nominated to serve on the Board (the “First Steward Nominee”), and (ii) if the Earnout Class A Shares are issuable to Seller in accordance with the Merger Agreement, then from and after the Earnout Issuance Date until the Second Threshold Date, RDLT shall have the right to designate one additional individual (in his discretion) to be nominated to serve on the Board (the “Second Steward Nominee” and together with the First Steward Nominee, the “Steward Nominees”), in each case, by giving written notice (“Election Notice”) to the Company in accordance with Section 9.11 hereof in no event later than the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, with respect to any meeting of the Company’s stockholders at which directors of the applicable class are to be elected (or, if the Certificate of Incorporation no longer provides for the division of directors into three (3) classes, any meeting of the Company’s stockholders at which directors are to be elected) (any such meeting, an “Applicable Election”). In furtherance of the foregoing, (x) within five (5) Business Days after the latest of (i) the Closing and (ii) receipt of the Election Notice by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws, and (y) if applicable, within five (5) Business Days after the latest of (i) the Earnout Issuance Date (if at all), and (ii) receipt of the Election Notice by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws, the Board shall increase the size of the Board by one (1) director, as applicable, which vacancies shall be created on the applicable Classes of the Board in accordance with the provisions of Section 1.1(b) below, if the Certificate of Incorporation shall provide for the division of directors into three (3) classes; provided, however, that with respect to clause (x), if the Election Notice is received by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws at least five (5) Business Days prior to the Closing, such Board action shall be effective as of the Closing.

(a) RDLT will, in connection with any such nomination, (i) provide such additional information about the Steward Nominees as reasonably requested by the Nominating and Corporate Governance Committee of the Board or other relevant committee of the Board that oversees nominations of members of the Board (the “Committee”) consistent in all material respects with information requested of other nominees to the Board and (ii) cause the Steward Nominees to complete the Company’s director questionnaire and be reasonably available for interviews and discussions with the Committee.

(b) If RDLT is entitled to designate a Steward Nominee pursuant to Section 1.1(a), for so long as the Certificate of Incorporation shall provide for the division of directors into three (3) classes, each such Steward Nominee shall be designated as a class of director whose term will end at the next annual meeting of the Company’s stockholders following such Steward Nominee’s appointment; provided, however, that if the foregoing would result in the two Steward Nominees being the same class of director, the Second Steward Nominee shall be designated as a class of director whose term would end at the subsequent annual meeting of the Company’s stockholders. The Steward Nominees must be reasonably acceptable to the Committee

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and the Board (as determined by the directors on the Committee and the Board other than the Steward Designees); provided, that the Steward Nominees do not need to qualify as “independent” directors of the Company under Rule 5605(a)(2) of the Nasdaq Listing Rules (or other national securities exchange on which shares of Common Stock are listed), but may be appointed to and serve on a Committee only if and to the extent that the Steward Nominee shall satisfy the requirements for service on a Committee under applicable Laws and stock exchange rules, Charter, Bylaws or committee charter; provided, further, that the Steward Nominees do not need to have any specific qualifications to be considered reasonably acceptable; provided, however, that RDLT and the Company, on behalf of the Committee and the Board, hereby agree that a Steward Nominee or Steward Designee shall cease to be deemed reasonably acceptable and may be removed from the Board in accordance with Section 1.2(a) for Cause.

(c) Subject to Section 1.1(j), the Company shall (to the extent not prohibited by or in breach or violation of applicable Law) ensure that (i) each Steward Nominee nominated in accordance with this Section 1.1 is included in the Board’s slate of nominees submitted to the stockholders for election as directors at the next Applicable Election; (ii) each such Steward Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of each such Steward Nominee; (iv) the Company supports each such Steward Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses its commercially reasonable efforts to cause the election of each such Steward Nominee to the Board at each Applicable Election.

(d) If there is a Nominee Rejection (as defined below) pursuant to Section 1.1(j) hereof or removal of a Steward Designee in accordance with Section 1.2, then RDLT shall have the right to designate an alternate Person to be nominated for election by the Board (the “Alternate Steward Nominee”) by giving written notice to the Company in accordance with Section 9.11 hereof in no event later than fifteen (15) Business Days after receipt of notice of the Nominee Rejection or removal of a Steward Designee for Cause.

(e) RDLT will, in connection with such nomination, (i) provide such additional information about the Alternate Steward Nominee as reasonably requested by the Committee and (ii) cause the Alternate Steward Nominee to complete the Company’s director questionnaire and be reasonably available for interviews and discussions with the Committee.

(f) Subject to Section 1.1(j) hereof, the Company shall (to the extent not prohibited by or in breach or violation of applicable Law) ensure that: (i) each Alternate Steward Nominee nominated in accordance with his Section 1.1 is included in the Board’s slate of nominees submitted to the Company’s stockholders for election as directors at the next Applicable Election; (ii) each such Alternate Steward Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of each such Alternate Steward Nominee; and (iv) the Company otherwise uses its commercially reasonable efforts to cause the election of each such Alternate Steward Nominee to the Board at each Applicable Election.

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(g) The Company shall work in good faith with RDLT to identify and pre-clear Steward Nominees and Alternate Steward Nominees, as the case may be, and take such other actions as reasonably requested by RDLT to assist RDLT in submitting Steward Nominees or Alternate Steward Nominees, as the case may be, that will not result in a Nominee Rejection under Section 1.1(j) hereof.

(h) For so long as RDLT is entitled to nominate a Steward Nominee pursuant to Section 1.1(a), if a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Steward Designee as a member of the Board, the Company shall provide written notice of such vacancy to RDLT within three (3) Business Days of such vacancy. RDLT shall be entitled to designate such Person’s successor (the “Vacancy Nominee”) by giving written notice to the Company. Within thirty (30) Business Days of the date RDLT receives written notification of the vacancy from the Company RDLT shall notify the Company of any Vacancy Nominee or that it does not intend to fill such vacancy at such time. RDLT will provide the Company with such additional information about the Vacancy Nominee as is reasonably requested by the Committee and cause the Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. Any successor that is appointed to fill a vacancy pursuant to this Section 1.1(h) shall have the right to serve until the next Applicable Election, or until his/her successor is elected and duly qualified.

(i) If there is a Nominee Rejection with respect to a Vacancy Nominee, then RDLT shall have the right to designate an alternative Person to fill the vacancy (the “Alternative Vacancy Nominee”) by giving written notice to the Company no later than fifteen (15) Business Days after receipt of notice of the Nominee Rejection. RDLT will provide the Company with such additional information about the Alternative Vacancy Nominee as is reasonably requested by the Committee and cause the Alternative Vacancy Nominee to be reasonably available for interviews and discussions with the Committee.

(j) Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to appoint to the Board, cause to be nominated for election to the Board or recommend to the stockholders the election of any Person the appointment, nomination or recommendation of whom the Board or the Committee determines in good faith, after consultation with and upon the advice of outside legal counsel, would constitute a breach of its fiduciary duties, including in connection with the Company’s due diligence process described below (a “Nominee Rejection”). Each Steward Nominee shall be subject to the Company’s customary due diligence process, including its review of a completed director questionnaire and a customary background check. Based on the foregoing, the Company may reasonably object to any such Steward Nominee within ten (10) days of receiving such completed questionnaire and background check authorization, provided that such objection is based upon one or more of the following: (1) such Steward Nominee was the subject of any order, judgment or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently enjoining such Steward Nominee from, or otherwise limiting, such Steward Nominee from engaging in any type of business practice, (2) such Steward Nominee is, at the time of nomination, a Competitor or employed or otherwise engaged in any capacity by a Competitor, or (3) such Steward Nominee could be removed from the Board in accordance with Section 1.2(a) for Cause (assuming such Steward Nominee had been a director of the Company) (clauses (1)-(3) collectively, the “Eligibility Criteria”); provided, however, that upon the occurrence of a Nominee Rejection, the

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Company shall promptly and, in any event, within five (5) Business Days notify RDLT in writing of the occurrence of such Nominee Rejection, the reasons therefor and permit RDLT to provide an alternate individual in accordance with the applicable provisions hereof (Section 1.1(d) for a Steward Nominee or Alternate Steward Nominee for election at stockholder meetings and Section 1.1(h) and Section 1.1(i) for a Vacancy Nominee or Alternative Vacancy Nominee for filling vacancies on the Board) and the Company shall use its reasonable best efforts to perform its obligations hereunder with respect to such Alternate Steward Nominee or Alternative Vacancy Nominee.

(k) The rights of RDLT hereto do not attach to his respective shares of Common Stock and may only be assigned pursuant to Section 9.5 hereof.

(l) No later than five (5) Business Days after the First Threshold Date has occurred, RDLT will cause one (1) Steward Designee to resign immediately from the Board and all applicable committees thereof. No later than five (5) Business Days after the Second Threshold Date, RDLT will cause one (1) Steward Designee to resign immediately from the Board and all applicable committees thereof.

Section 1.2 Resignation or Removal of Steward Designees.

(a) The Board by majority vote (excluding any Steward Designees subject to removal) may recommend the removal of any Steward Designee to the stockholders of the Company for Cause. For the avoidance of doubt, the vacancy created by such removal shall be filled in accordance with Section 1.1(h).

(b) RDLT has the right to cause the Steward Designees to resign or recommend to the stockholders of the Company that the Steward Designees be removed from the Board, and the vacancy created by such resignation or removal shall be filled in accordance with Section 1.1(h).

(c) Within five (5) Business Days of receipt of written notice from` an authorized officer of the Company that a majority of the Board shall have determined that a Steward Designee no longer satisfies the Eligibility Criteria in any respect that is not in good faith contested in by RDLT in writing, RDLT shall cause a Steward Designee to resign immediately and the vacancy created by such resignation shall be filled in accordance with Section 1.1(h).

(d) Each Steward Designee shall, and RDLT shall use his reasonable best efforts to cause each Steward Designee to, resign from the Board in accordance with the terms of any policies or guidelines adopted by the Board that are applicable to members of the Board (or any Committee thereof) as a whole.

(e) In the event that the Board or RDLT makes the recommendation that a Steward Designee should be removed pursuant to Section 1.2(a) or Section 1.2(b), the Board or RDLT, as applicable, shall provide written notice to the Company and the other Steward Parties of such determination, and the Company and the Steward Parties agree to take all action necessary to give effect to such determination, including (i) causing such Steward Designee to resign from the Board promptly and (ii) if necessary, appearing at a meeting and voting or causing to be voted at such meeting all of its Voting Securities Beneficially Owned by them, or executing a written consent, in favor of removal of any such Steward Designee.

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Section 1.3 Compensation. Except to the extent RDLT may otherwise notify the Company, the Steward Designees (to the extent they are not also employees of the Company) shall be entitled to compensation consistent with the compensation received by other non-employee directors and members of committees of the Board, including any fees and equity awards and any reimbursement for reasonable out-of-pocket expenses incurred in connection with their attendance of meetings of the Board (or committees of the Board) or the performance of their other duties as a director. The Company shall reimburse each Steward Designee for his or her reasonable out-of-pocket expenses incurred in connection with the attendance of meetings of the Board or any committee of the Board.

Section 1.4 Indemnification. For so long as any Steward Designee serves as a director of the Company, (i) the Company shall provide such Steward Designee with at least the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors of the Company and (ii) the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Steward Designee as and to the extent consistent with applicable Law, the Certificate of Incorporation, the Company’s Amended and Restated Bylaws and any indemnification agreements with directors of the Company (whether such right is contained in the organizational documents of the Company or another document) (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto).

Section 1.5 Committee Participation. Subject to applicable Law, the listing requirements and corporate governance rules of Nasdaq (or other national securities exchange on which shares of Common Stock are then listed), including any heightened independence requirements for service on specific committees, for so long as any Steward Designee serves as a director of the Company, (a) the Board shall in good faith consider appointing the Steward Designees to committees of the Board on which such Steward Designee is qualified to serve, and (b) if a Steward Designee is not a member of a particular committee of the Board, the Company shall deliver written notice of any meetings or actions to be taken by written consent of such committee to the Steward Designees at the same time as the members of such committee receive notice.

Section 1.6 Voting Requirements.

(a) From and after the Closing until the expiration of the Tail Period, each of RDLT and MC will, and will cause their respective Affiliates to, be counted as present for purposes of establishing a quorum and vote or cause to be voted all Voting Securities Beneficially Owned by them as of the record date for determining the stockholders of the Company entitled to vote at any annual or special meeting of stockholders of the Company (however noticed or called), or, to the extent action is permitted to be taken by written consent, pursuant to any written consent of the Company’s stockholders, in accordance with the recommendation of the Board; provided, that until the earlier of (a) the Earnout Issuance Date, or (b) the date that is two years following the Closing, each of RDLT and MC and their respective Affiliates will be permitted to vote (i) the Closing Class A Shares then held by them and (ii) shares of Common Stock in an amount equal to

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their respective portions of the Earnout Class A Shares, in each case as each of RDLT and MC determine in their sole discretion on Company stockholder votes to approve (A) solely if a vote of the Common Stock is required by the General Corporation Law of the State of Delaware or the listing rules of the Nasdaq Stock Market, or such other national securities exchange on which the Common Stock is primarily listed, the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company), other than (1) the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company) to directors, officers, employees, or consultants of the Company or its subsidiaries or affiliates as compensation in connection with their service as such, or (2) the issuance of shares of any class or series of capital stock of the Corporation (or any security convertible into or exercisable for shares of any class or series of capital stock of the Corporation), the proceeds of which would be used solely to repay indebtedness of the Company and related expenses, or (B) a Change in Control in which the enterprise value of the Company implied in such transaction is less than $2,500,000,000; provided, further, that during any Tail Period, each of RDLT and MC and their respective Affiliates shall be permitted to vote Voting Securities Beneficially Owned by them, in the aggregate, up to the Cap as each of RDLT and MC determine in their sole discretion on stockholder votes to approve a Change in Control. Notwithstanding anything in this Section 1.6(a) to the contrary, each of RDLT and MC and their respective Affiliates shall be permitted to vote Voting Securities Beneficially Owned by them as each of RDLT and MC determine in their sole discretion with respect to any proposal submitted by any stockholder of the Company (including any proposal pursuant to Rule 14a-8) or by the Board in direct response to a stockholder of the Company, regardless of the Board’s recommendation with respect to such proposal.

(b) Following the expiration of the Tail Period, each of RDLT and MC will (i) be permitted to vote Voting Securities Beneficially Owned by them, in the aggregate, up to the Cap as each of RDLT and MC determine in their sole discretion and (ii) vote all Voting Securities Beneficially Owned by them, in the aggregate, in excess of the Cap in the same proportion as the holders of Voting Securities (other than RDLT and MC and their respective Affiliates) vote their Voting Securities with respect to any given matter; provided, that each of RDLT and MC may elect, in their sole discretion, to instead vote all Voting Securities Beneficially Owned by them in excess of the Cap in accordance with the recommendation of the Board.

(c) Each of RDLT and MC hereby irrevocably appoint as his proxy and attorney-in-fact the Chief Executive Officer and the General Counsel of the Company, and each of them, in his or her capacity as such, and any individual who shall hereafter succeed to such offices of the Company, with full power of substitution, to vote or execute written consents with respect to all Voting Securities Beneficially Owned by each of RDLT and MC in accordance with Section 1.6(a); provided that such proxy may only be exercised if RDLT or MC has failed to comply with the terms of Section 1.6(a) by the date that is two (2) Business Days prior to the applicable meeting (or within two (2) Business Days after the request for written consents, as applicable). This proxy is coupled with an interest and shall be irrevocable, and each of RDLT and MC will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by him with respect to any Voting Securities Beneficially Owned by him.

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ARTICLE II

STANDSTILL RESTRICTIONS

Section 2.1 Standstill Restrictions. Each of RDLT and MC shall not, and shall cause each of their respective Affiliates not to, directly or indirectly, alone or in concert with others, take any of the actions set forth below (or take any action that would reasonably be expected to require the Company to make an announcement regarding any of the following):

(a) effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in:

(i) any (A) acquisition of Beneficial Ownership of any Equity Interests of the Company (except pursuant to the Merger Agreement, the provisions of Article V of this Agreement, or by way of any stock split, dividend, spin-off, combination, reclassification or recapitalization of the Company and its Common Stock), or (B) tender offer, exchange offer, merger proposal or other offer or extraordinary transaction, in each case with respect to clause (A) or (B) the effect of which if completed would be a Change in Control or otherwise engage in a Change in Control unless such acquisition, tender offer, exchange offer, merger proposal, proposal or transaction is approved by a majority of the independent directors of the Board; provided, that if such acquisition, tender offer, exchange offer, merger proposal, proposal or transaction is being conducted by a third-party that is not an Affiliate of RDLT and MC, the foregoing shall not prevent RDLT and MC from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such proposal or transaction in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such proposal or transaction; or

(ii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission, but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of “solicitation”) with respect to the Company or any of its Affiliates or any action resulting in any of RDLT and MC, or any of their Affiliates, or such other Person becoming a “participant” in any “election contest” (as such terms are used in the proxy rules of the Commission) with respect to the Company or any of its Subsidiaries; provided that, none of RDLT and MC will be deemed to be engaged in the solicitation of proxies or such a “participant” merely by reason of the membership of the Steward Designees on the Board or a recommendation of the Board as to how stockholders of the Company should vote;

(b) except as contemplated by Section 1.1 and Section 1.2 of this Agreement, (a) propose any matter for submission to a vote of stockholders of the Company or any of its Affiliates or (b) seek election to, seek to place a representative on, or seek the removal of, any director of the Company or any of its Affiliates;

(c) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any Equity Interest of the Company, or deposit any Equity Interest of the Company in a voting trust or, except as contemplated by this Agreement, subject any Equity Interest of the Company to any arrangement or agreement with respect to the voting of such Equity Interest or other agreement having similar effect; provided, that acting in accordance with the recommendation of the Company’s then current Board or officers (including, without limitation, the voting obligations set forth in Section 1.6) shall not be prohibited by the foregoing restriction;

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(d) except as contemplated by this Agreement and except for proxies granted to Affiliates of RDLT and MC (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Equity Interests of the Company;

(e) enter into any discussions, negotiations, arrangements or understandings with any Persons with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing;

(f) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article III or form any such intention which would result in the Company or any of its Affiliates or any of RDLT and MC or any of their Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto.

Section 2.2 Termination of Standstill Restrictions. The provisions of this Article II shall apply at all times that a Steward Designee or an Affiliate of RDLT is serving on the Board and shall terminate following the expiration of the Tail Period, and may earlier terminate upon approval of the Board (excluding any Steward Designee); provided, however, that if RDLT or MC take any actions after the expiration or termination of the provisions of this Article II that would have been prohibited pursuant to the provisions of this Article II or while on the Board, then the rights of RDLT and MC pursuant to Section 1.1 of this Agreement shall terminate.

ARTICLE III

RESTRICTIONS ON TRANSFER

Section 3.1 Transfers During the Lock-Up Period. From and after the Closing until the first (1^st) anniversary of the Closing Date, none of the Steward Parties or MPT shall Transfer any shares of Common Stock except (i) each of MPT, RDLT and MC shall be entitled to sell in the aggregate up to four percent (4%) of the Company’s outstanding Common Stock (calculated as of immediately following the Closing, and as adjusted for any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of shares) in open market transactions, (ii) Transfers expressly permitted under this Agreement or pursuant to a Change in Control so long as (A) such Change in Control has been approved by the Board or (B) such Change in Control has been accepted by a majority of the Company’s stockholders other than MPT, RDLT and MC and each of their respective Affiliates, (iii) Transfers with the prior written consent of the Board, and (iv) Transfers to Permitted Transferees (subject to Section 9.5) and, in the case of clauses (i)-(iv):

(a) pursuant to an effective Registration Statement under the Securities Act;

(b) pursuant to Rule 144; or

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(c) upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company that such Transfer is exempt from registration under the Securities Act and applicable state laws.

Section 3.2 Transfers Following the Lock-Up Period. From and after the first (1^st) anniversary of the Closing Date, each of RDLT and MC shall be permitted to Transfer shares of Common Stock, subject to Article IV, (a) in open market sales or (b) in privately negotiated sales; provided, that each of RDLT and MC hereby covenants and agrees that he shall not Transfer any shares of Common Stock in such privately negotiated sale (i) to any Person if, to the knowledge of either RDLT or MC, as applicable, such Transfer would cause such Person and its Affiliates to own more than 4.99% of the outstanding Common Stock as of the date of such Transfer or (b) to any Person known by RDLT or MC, after reasonably inquiry, to be a Competitor without the prior written approval of the independent directors of the Board.

Section 3.3 Restrictions on Encumbrances. From and after the Closing until the first (1^st) anniversary of the Closing Date, no Steward Party or MPT shall hedge, pledge, mortgage, charge or otherwise create any encumbrance over any shares of Common Stock held by it (other than the pledge of such Common Stock in favor of the agent for the secured parties under the financing facility of SHCS and its Subsidiaries in effect on the date hereof, as the same may be amended, as required thereunder to secure a release of the Target Parties and in connection with any exercise of remedies in respect of such pledge). For the avoidance of doubt, the expiration of the covenants set forth in this Section 3.3 shall not limit or otherwise affect the covenants or other restrictions contained in this Agreement or otherwise applicable to the directors (including any Steward Designee).

Section 3.4 Transfers Not in Compliance. A purported or attempted Transfer of shares of Common Stock by a Steward Party or MPT, and any purported assignment of a Steward Party’s or MPT’s rights and obligations hereunder, that does not comply with Section 3.1, Section 3.2, Section 3.3 and Section 9.5 shall be void ab initio and the purported transferee or successor by operation of law shall not be deemed to be a stockholder of the Company for any purpose and shall not be entitled to any of the rights of a stockholder, including, without limitation, the right to vote any shares of Common Stock entitled to vote or to receive a certificate or certificates for the shares of Common Stock or any dividends or other distributions on or with respect to the shares of Common Stock.

Section 3.5 Legends on Certificates. Subject to Section 7.10(b), each of the Steward Parties and MPT hereby acknowledges and agrees that, during the term of this Agreement, each of the certificates or book-entry confirmations representing the Seller Class A Shares shall be subject to stop transfer instructions and shall include legends in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), (II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN SECURITIES LAWS.

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THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, DATED AS OF November 10, 2022, AMONG CAREMAX, INC. (THE “COMPANY”) AND CERTAIN OTHER PARTIES THERETO (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”

ARTICLE IV

RIGHT OF FIRST OFFER; CO-SALE RIGHTS.

Section 4.1 Right of First Offer.

(a) If RDLT or MC (a “Transferor”) proposes to Transfer any shares of Common Stock to one or more Persons in accordance with Article III, except (i) for a Transfer to a Permitted Transferee or (ii) a Transfer in accordance with Section 4.3, the Transferor shall first deliver an irrevocable written notice to the Company (the “Transfer Notice”) offering such shares of Common Stock for sale and specifying the number of shares of Common Stock to be sold (the “Offered Securities”), the purchase price thereof, a summary in reasonable detail of any material covenants or conditions to closing of the proposed Transfer, and the proposed closing date upon which the proposed Transfer is to be effected.

(b) Upon receipt of the Transfer Notice, the Company shall have a period of (i) three (3) Business Days, in the event of a proposed Block Trade or (ii) ten (10) Business Days for all other Transfers (such period, the “Company Option Period”), to elect to purchase all, and not less than all, of the Offered Securities at the price and subject to the terms and conditions as described in the Transfer Notice, by notifying the Transferor in writing before expiration of the applicable Company Option Period of its intention to purchase all of the offered Securities.

(c) If the Company gives the Transferor written notice pursuant to Section 4.1(b) that it desires to purchase the Offered Securities, then payment for the Offered Securities to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against transfer of such Offered Securities to be purchased and, an executed instrument of transfer, at a place agreed by the Transferor and the Company, and at the time of the scheduled closing therefor.

Section 4.2 Co-Sale Rights.

(a) In the event of any proposed Transfer of shares of Common Stock by RDLT (x) in connection with a Transfer of twenty-five percent (25%) or more of the Company’s outstanding shares of Common Stock to a single holder or a group (within the meaning of Rule 13d-3 of the Exchange Act), including, but not limited to, a Change in Control, or (y) to one or more Competitors, if (i) the Company was entitled to exercise but elected not to exercise its right of first offer as to any Offered Securities proposed to be sold by RDLT in the Transfer Notice, (ii) at the time of the proposed Transfer, the Earnout Class A Shares have been issued in accordance with the Merger Agreement, and (iii) RDLT and his Affiliates Beneficially Own at least ten percent (10%) of the Company’s outstanding shares of Common Stock, then the Company shall have the

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right to participate in such proposed Transfer, to the prospective transferee on the same terms and conditions as specified in the Transfer Notice by notifying RDLT in writing within three (3) Business Days upon the expiration of the Company Option Period; provided that the Company shall not be obligated in connection with such Transfer (i) to pay any amount with respect to any liabilities arising from the representations and warranties made by it in excess of its share of the total consideration paid by the prospective transferee, (ii) to make any representations or warranties concerning the business or assets of the Company, or (iii) enter into any non-competition or non-solicitation covenant or agreement.

(b) The maximum number of shares of Common Stock that the Company may elect to sell shall be equal to the product of (i) the aggregate number of the Offered Securities subject to the co-sale right herein, multiplied by (ii) a fraction, the numerator of which is the sum of the total number of shares of Common Stock not held by RDLT (determined on a fully-diluted and an as-converted basis) and (b) the denominator of which is sum of the total number of shares of Common Stock outstanding (determined on a fully-diluted and an as-converted basis), in each case calculated as of the date on which such Transfer Notice is delivered to the Company.

(c) The Company shall effect its participation in the sale by promptly delivering to RDLT for Transfer to the prospective transferee, before the applicable closing, an instrument of transfer in respect of the number of shares of Common Stock that the Company elects to sell duly executed by or on behalf of the Company. The Company shall update its register of stockholders upon consummation of such Transfer to record the Transfer of such shares of Common Stock to the transferee.

(d) The shares of Common Stock that the Company elects to sell by way of participation in such sale shall be transferred to the prospective purchaser in consummation of the sale of the Offered Securities pursuant to the terms and conditions specified in the Transfer Notice, and RDLT shall concurrently therewith remit, or shall procure the prospective transferee concurrently therewith remit to the Company that portion of the sale proceeds to which such the Company is entitled by reason of its participation in such sale.

(e) To the extent that any prospective purchaser does not agree to the participation by the Company in a proposed Transfer or otherwise refuses to purchase the shares of Common Stock from the Company, RDLT shall not sell to such prospective purchaser any Offered Securities unless and until, simultaneously with such sale, RDLT shall purchase from the Company such shares of Common Stock that the Company would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale rights under this Section 4.2 for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

(f) RDLT may consummate the Transfer of any Offered Securities that remain after the exercise of the right of first offer by the Company and the co-sale right by the Company pursuant to Section 4.1 or Section 4.2 to a Person who is not an Affiliate of the Steward Parties or MPT, no later than sixty (60) days following delivery to the Company of the Transfer Notice, which shall be on the terms and conditions no more favorable to the prospective transferee than those described in the Transfer Notice. Any proposed transfer at a lower price or upon non-price terms and conditions that are more favorable to the prospective transferee than those described in

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the Transfer Notice, as well as any proposed transfer of any shares of Common Stock by RDLT after such sixty (60) day period following delivery to the Company of the Transfer Notice, shall again be subject to the right of first offer by the Company and the co-sale right by the Company, and shall require compliance by RDLT with the procedures described in Section 4.1 and Section 4.2.

Section 4.3 Notwithstanding anything in this Article IV to the contrary, subject to Article III, sales by each of RDLT and MC of shares of Common Stock in open market transactions in any three (3) month period in an amount less than volume limitations of Rule 144(e) under the Securities Act shall not be subject to the rights of first offer or co-sale rights set forth in this Article IV.

ARTICLE V

PREEMPTIVE RIGHTS.

Section 5.1 For so long as (i) RDLT is entitled to nominate a Steward Nominee pursuant to Section 1.1 of this Agreement, or (ii) RDLT and his Affiliates Beneficially Own at least ten percent (10%) of the Company’s outstanding shares of Common Stock, whichever is later, the Steward Parties and MPT shall have the right to purchase their respective pro rata portion (the “Pre-emptive Shares”) of any New Securities (other than, for the avoidance of doubt, any Excluded Securities) that the Company may from time to time issue or sell to any Person in a public offering or offering under Rule 144A. For this purpose, the Steward Parties’ and MPT’s respective pro rata portion is equal to the ratio of (a) the number of shares of Common Stock (including all shares of Common Stock issuable or issued upon exercise or conversion of outstanding warrants or options or convertible securities) of which the Steward Parties, together with their Affiliates, or MPT and its Affiliates (as the case may be) are holders or would be holders upon conversion or exercise at the time notice of the proposed issuance of such New Securities is given by the Company pursuant to Section 5.2 to (b) the total number of shares of Common Stock (including all shares of Common Stock issued or issuable upon the exercise or conversion of any outstanding warrants or options or convertible securities) outstanding immediately prior to the issuance of such New Securities. Any exercise or purchase of Preemptive Shares pursuant to this Section 5.1 must be conducted in compliance with applicable Law, which may include, without limitation, the offer and sale of Pre-emptive Shares via a concurrent private placement or directed allocation.

Section 5.2 The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 5.1 to the Steward Parties and MPT, which Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including:

(a) the number of New Securities proposed to be issued;

(b) the number of Pre-emptive Shares to which the Steward Parties and MPT would be entitled;

(c) the proposed issuance date, which shall be at least five (5) days following the date of the Issuance Notice; and

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(d) the proposed purchase price per share or that the purchase price per share will be determined based upon the trading price of shares of Common Stock at the time of issuance or by some other method.

Section 5.3 RDLT, on behalf of the Steward Parties, and MPT (on its own behalf) shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price and on the terms set forth in the Issuance Notice, all or a portion of the Pre-emptive Shares by delivering a written notice to the Company. The Steward Parties’ or MPT’s (as the case may be) election to purchase Pre-emptive Shares shall be binding and irrevocable. If RDLT, on behalf of the Steward Parties, or MPT (on its own behalf) fails to deliver a valid written notice of his election within the Exercise Period in accordance with this Section 5.3, then the Steward Parties or MPT (as the case may be) shall be deemed to have waived all of their respective pre-emptive rights with respect to the New Securities described in the Issuance Notice.

Section 5.4 The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice, including with respect to any Pre-emptive Shares not elected to be purchased pursuant to Section 5.3 above, in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced in the Company’s discretion) so long as such issuance or sale is closed within ninety (90) days after the expiration of the Exercise Period. In the event the Company has not sold such New Securities in such time period, the Company shall not thereafter issue or sell any New Securities without first delivering an Issuance Notice, as appropriate, in accordance with the procedures set forth in this Article V.

Section 5.5 The Company and the Steward Parties and/or MPT (as applicable) shall consummate the issuance and sale of any Pre-emptive Shares at the same time and upon the same terms and conditions as the other purchasers of New Securities described in the Issuance Notice, subject to compliance with applicable Law as contemplated by Section 5.1; provided, however, that the consummation of any purchase by the Steward Parties and/or MPT (as applicable) may be extended beyond the consummation of the sale of the New Securities to other purchasers to the extent necessary to obtain required approvals from any Governmental Authority.

Section 5.6 In the case of a sale of New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board.

Section 5.7 The election by RDLT, on behalf of the Steward Parties, or by MPT (on its own behalf) not to exercise its respective pre-emptive rights under this Article V in any one instance shall not affect its respective right as to any subsequent proposed issuance.

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ARTICLE VI

ADDITIONAL AGREEMENTS.

Section 6.1 Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, the Steward Parties and MPT will receive Equity Interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into an investor rights agreement with the Steward Parties and MPT that provides the Steward Parties and MPT with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.

Section 6.2 Cooperation. The Steward Parties shall reasonably cooperate with the Company and the Board and furnish to the Company any and all pertinent information in its possession or under its Control relating to the Steward Parties that is reasonably requested or required by any Governmental Authority, financial or tax advisor in connection with the conduct of business by the Company or any of its Affiliates. The Company shall provide reasonable advance written notice to the Steward Parties of any such information request and, to the extent requested to do so by the Steward Parties, take reasonable efforts, to the extent practicable, to seek to minimize the amount of such information that the Steward Party making such request is required to provide. The Company shall take reasonable efforts to preserve the confidentiality of any such information furnished by the Steward Parties at the request of the Company pursuant to this Section 6.2, including requesting reliable assurance that confidential treatment will be accorded any such information furnished to a third party. To the extent practicable, the Steward Parties may provide any such information, to the extent confidential or proprietary, directly to the third party requesting such information rather than to the Company.

Section 6.3 Company Property. No real or other property of the Company shall be deemed to be owned by any Steward Party individually, but shall be owned by and title shall be vested solely in the Company. The interests of the Steward Parties in the Company shall constitute personal property.

ARTICLE VII

REGISTRATION RIGHTS.

Section 7.1 Resale Shelf Registration Rights.

(a) Registration Statement Covering Resale of Registrable Securities. The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, no later than one hundred twenty (120) days following the Closing (the “Filing Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Steward Parties and MPT of all of the Registrable Securities held by the Steward Parties and MPT (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (“Form S-3”), or if Form S-3 is not then available to the Company for such Registration Statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, that if Form S-3 is not available for such offering, the Company shall file, within thirty (30) days of such time as Form S-3 is available for the Resale Shelf Registration Statement, a post-effective amendment to the Resale Shelf Registration Statement then in effect, or otherwise file a Registration Statement on Form S-3, registering the Registrable Securities for resale in accordance with the immediately preceding sentence on Form S-3 (provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until

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such time as a Registration Statement (or post-effective amendment) on Form S-3 covering such Registrable Securities has been declared effective by the Commission). The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event later than the earlier of (i) sixty (60) days following the Filing Deadline and (ii) three (3) Business Days after the Commission notifies the Company that it will not review the Resale Shelf Registration Statement, if applicable (the “Effectiveness Deadline”); provided, that, if the Registration Statement filed pursuant to this Section 7.1(a) is reviewed by, and the Company receives comments from, the Commission with respect to such Registration Statement, the Effectiveness Deadline shall be extended to ninety (90) days following the Filing Deadline. Without limiting the foregoing, as soon as practicable, but in no event later than three (3) Business Days, following the resolution or clearance of all Commission comments or, if applicable, following notification by the Commission that any such Registration Statement or any amendment thereto will not be subject to review, the Company shall file a request for acceleration of effectiveness of such Registration Statement (to the extent required, by declaration or ordering of effectiveness, of such Registration Statement or amendment by the Commission) to a time and date not later than two (2) Business Days after the submission of such request. Once effective, the Company shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times for the public resale of all of the Registrable Securities until such date as all Registrable Securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement. The Resale Shelf Registration Statement shall contain a Prospectus in such form as to permit any Steward Party and MPT to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement, and the Company shall file with the Commission the final form of such Prospectus pursuant to Rule 424 (or successor thereto) under the Securities Act no later than the first (1^st) Business Day after the Resale Shelf Registration Statement becomes effective. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Steward Parties or MPT. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 7.1 shall include a “plan of distribution” approved by RDLT in his reasonable discretion (with respect to the Steward Parties) and MPT in its reasonable discretion (with respect to MPT).

(b) Notwithstanding the registration obligations set forth in this Section 7.1, in the event that, despite the Company’s efforts to include all of the Registrable Securities in any Registration Statement filed pursuant to Section 7.1(a), the Commission informs the Company (the “Commission’s Notice”) that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be Registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the holders thereof and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and (ii) as soon as practicable but in no event later than the New Registration Statement Filing Deadline, file an additional Registration Statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such Registration Statement, on such other form available to register for resale the Registrable

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Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the Registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. RDLT shall have the right to participate or have his legal counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and to comment or have his legal counsel comment on any written submission made to the Commission with respect thereto. No such written submission shall be made to the Commission to which RDLT’s legal counsel reasonably objects. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a holder as to its Registrable Securities directing the inclusion of less than such holder’s pro rata amount, the number of Registrable Securities to be Registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Steward Parties and MPT. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement. If the Company shall not be able to register for resale all of the Registrable Securities on the Resale Shelf Registration Statement within three (3) months following the date of the Company’s receipt of the Commission’s Notice, then, until such Resale Shelf Registration Statement is effective, each of the Steward Parties and MPT shall be entitled to demand registration rights pursuant to Section 7.2 below as long as the demand request is a proposal to sell Registrable Securities with an aggregate market price at the time of request of not less than $50,000,000 (the “Shelf Demand Right”).

(c) Registrations effected pursuant to this Section 7.1 shall not be counted as Demand Registrations effected pursuant to Section 7.2.

(d) No Steward Party or MPT shall be named as an “underwriter” in any Registration Statement filed pursuant to this Section 7.1 without the Steward Party’s or MPT’s (as the case may be) prior written consent; provided that, if the Commission requests that a Steward Party or MPT be identified as a statutory underwriter in the Registration Statement, then such Steward Party or MPT will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register such Steward Party’s or MPT’s Registrable Securities shall be deemed satisfied or (ii) be included as such in the Registration Statement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Steward Parties and MPT prior to its filing with, or other submission to, the Commission; provided that, the Company shall not be deemed to be in breach of any Effectiveness Deadline or other deadline set forth in this Agreement if the failure of the Company to meet such deadline is the result of a Steward Party’s or MPT’s (as the case may be) failure to approve such Registration Statement or amendment or supplement thereto or request for acceleration thereof.

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(e) In the event that on any Trading Day (as defined below) (the “Registration Trigger Date”) the number of shares available under the Registration Statements filed pursuant to this Section 7.1 is insufficient to cover all of the Registrable Securities (without giving effect to any limitations on the exercise or conversion of any securities exercisable for, or convertible into, Registrable Securities), the Company shall amend such Registration Statements, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover the total number of Registrable Securities so issued or issuable (without giving effect to any limitations on the exercise or conversion of any securities exercisable for, or convertible into, Registrable Securities) as of the Registration Trigger Date as soon as practicable, but in any event within fifteen (15) days after the Registration Trigger Date. the Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in any event the Company shall cause such amendment and/or new Registration Statement to become effective within sixty (60) days of the Registration Trigger Date (or ninety (90) days if the applicable Registration Statement or amendment is reviewed by, and comments are thereto provided from, the Commission) or as promptly as practicable in the event the Company is required to increase its authorized shares. “Trading Day” shall mean any day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Section 7.2 Demand Registrations.

(a) Requests for Registration. Subject to the terms and conditions of this Agreement, at any time or from time to time, provided that the Company does not then have an effective Registration Statement outstanding covering all of the Registrable Securities, RDLT, on behalf of any or all Steward Parties, or MPT, (on its own behalf) may request Registration under the Securities Act of all or any portion of their Demand Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (“Short-Form Registrations”), in accordance with Section 7.2(b) and Section 7.2(c) below (“Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Demand Registrable Securities requested to be Registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, the Company shall give written notice of such requested Registration to all other holders of Demand Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Demand Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement

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(b) Long-Form Registrations. RDLT, on behalf of any or all Steward Parties, and MPT (on its own behalf) each may request one (1) Long-Form Registration in which the Company shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, the Company shall not be obligated to effect, or to take any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Demand Registrable Securities requested to be Registered in such Long-Form Registration exceeds $50,000,000 (or with respect to the Shelf Demand Right, $25,000,000) at the time of request, or (y) if the Company has already effected a Demand Registration (which became effective) in the preceding 45-day period. A Registration shall not count as the sole permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such Registration; provided, that in any event, the Company shall pay all Registration Expenses in connection with any Registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such Registration has counted as one of the permitted Long-Form Registrations hereunder.

(c) Short-Form Registrations. In addition to the Long-Form Registration provided pursuant to Section 7.2(b), RDLT, on behalf of any or all Steward Parties, and MPT (on its own behalf) shall be entitled to request Short-Form Registrations for Demand Registrable Securities in which the Company shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that the Company shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Demand Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities with an aggregate market price at the time of request of less than $25,000,000, (ii) if the Company has already effected three (3) Short-Form Registrations (which became effective) for the holders of Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 7.2(c), or (iii) if the Company has already effected a Demand Registration (which became effective) in the preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable Short-Form Registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. For so long as the Company is subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations available for the offer and sale of Demand Registrable Securities. If the Company is qualified to and, pursuant to the request of RDLT, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Demand Registrable Securities included in such Registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise). If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, the Company shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

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(d) Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”), is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 7.2(f) below, upon a written demand (a “Takedown Demand”) by any Steward Party or MPT (as the case may be) that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “Takedown Offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that, the Company will provide (x) in connection with any non-marketed underwritten Takedown Offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten Takedown Offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten Takedown Offering initiated prior to the three (3) year anniversary of the date hereof and (y) any marketed underwritten Takedown Offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than (A) in the case of a non-marketed underwritten Takedown Offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten Takedown Offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

(e) Priority on Demand Registrations and Takedown Offerings. The Company shall not include in any Demand Registration that is an underwritten offering any securities that are not Demand Registrable Securities without the prior written consent of the managing underwriters and RDLT. If a Demand Registration or a Takedown Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Demand Registrable Securities and, if permitted hereunder, other securities requested

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to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to RDLT, the Company shall include in such offering, prior to the inclusion of any securities which are not Demand Registrable Securities, the Demand Registrable Securities requested to be included in such Registration (pro rata among the holders of such Demand Registrable Securities on the basis of the number of Demand Registrable Securities owned by each such holder).

(f) Restrictions on Demand Registrations and Takedown Offerings. Any demand for the filing of a Registration Statement or for a registered offering (including a Takedown Offering) hereunder will be subject to the constraints of any applicable lock-up arrangements to which any demanding Steward Party or MPT (as the case may be) is party, and, except as otherwise permitted under this Agreement, any such demand must be deferred until such lock-up arrangements no longer apply with respect to the Registrable Securities subject thereto.

(i) The Company shall not be obligated to effect any Demand Registration within 60 days prior to the Company’s good faith estimate of the date of filing of a Registration Statement in respect of an underwritten public offering of the Company’s securities and for such a period of time after such a filing as the managing underwriters request, provided that such period shall not exceed 120 days from the date of the underwriting agreement entered into in respect of such underwritten public offering. The Company may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a Registration Statement for a Demand Registration or suspend the use of a Prospectus that is part of any Resale Shelf Registration Statement (and therefore suspend sales of the Registrable Securities included therein pursuant to such Resale Shelf Registration Statement) by providing written notice to the holders of Registrable Securities in accordance with Section 7.2(f)(ii) if the Board reasonably determines in good faith that the offer or sale of Registrable Securities would be expected to have a detrimental effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or would require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its subsidiaries; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration or Takedown Demand shall be entitled to withdraw such request. The Company may delay or suspend the effectiveness of a Registration Statement filed hereunder or Takedown Offering pursuant to this Section 7.2(f)(i) only once in any consecutive twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of Demand Registration or Takedown Offering in the case of an event described under Section 7.5(g) to enable it to comply with its obligations set forth in Section 7.5(f).

(ii) In the case of an event that causes the Company to suspend the use of any Resale Shelf Registration as set forth in Section 7.2(f)(i) or pursuant to Section 7.5(g) (a “Suspension Event”), the Company shall give a notice to the holders of Registrable Securities Registered pursuant to such Shelf Registration (a “Suspension Notice”), no later than three (3) Business Days from the date of such Suspension Event, to suspend sales of the Registrable Securities and, such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (provided that in each notice the Company shall not disclose the basis for such suspension or any material non-public information to any Steward Party

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or MPT unless otherwise requested in writing by such Steward Party or MPT (as the case may be)). The Company shall use commercially reasonable efforts to make the Resale Shelf Registration Statement available for the sale by the Steward Parties and MPT of Registrable Securities as soon as practicable following a Suspension Event. A holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to such Resale Shelf Registration (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below); provided, for the avoidance of doubt, that the foregoing shall not restrict or otherwise affect the consummation of any sale pursuant to a contract entered into, or order placed, by any holder prior to the delivery the Suspension Notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by such holder in breach of the terms of this Agreement. The holders of Registrable Securities may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf Registration (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the holders of Registrable Securities and to such holders’ counsel, if any, promptly following the conclusion of any Suspension Event.

(iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Resale Shelf Registration pursuant to this Section 7.2(f), the Company agrees that it shall extend the period of time during which such Resale Shelf Registration shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the holders of the Suspension Notice to and including the date of receipt by the holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that, such period of time shall not be extended beyond the date that Common Stock covered by such Resale Shelf Registration are no longer Registrable Securities.

(g) Selection of Underwriters. In connection with any Demand Registration, the Applicable Approving Party shall have the right to select the investment banker(s) and manager(s) to administer the offering; provided that, such selection shall be subject to the written consent of the Company, which consent will not be unreasonably withheld, conditioned or delayed. If any Takedown Offering is an underwritten offering, the Applicable Approving Party shall have the right to select the investment banker(s) and manager(s) to administer such Takedown Offering. In each case, the Applicable Approving Party shall have the right to approve the underwriting arrangements with such investment banker(s) and manager(s) on behalf of all holders of Registrable Securities participating in such offering. All Steward Parties and MPT proposing to distribute their securities through underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

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(h) Other Registration Rights. Each Steward Party and MPT acknowledges that the registration rights granted in this Agreement are subject to the written consent of the holders of a majority of the registrable securities subject to that certain amended and restated registration rights agreement, dated December 18, 2020, by and among, the Company, DFHTA Sponsor LLC and the other parties thereto (the “Business Combination Registration Rights Agreement”). The Company agrees to use its commercially reasonable efforts to cause the holders of a majority of the registrable securities under the Business Combination Registration Rights Agreement to consent to the Registrations contemplated by this Agreement.

(i) Revocation of Demand Notice or Takedown Notice. At any time prior to the effective date of the Registration Statement relating to a Demand Registration or the “pricing” of any offering relating to a Takedown Demand, the holders of Registrable Securities that requested such Demand Registration or Takedown Offering may revoke such request for a Demand Registration or Takedown Offering on behalf of all holders of Registrable Securities participating in such Demand Registration or Takedown Offering without liability to such holders of Registrable Securities, in each case by providing written notice to the Company.

Section 7.3 Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register under the Securities Act an offering of any of its securities on behalf of any holders thereof (other than (i) pursuant to the Resale Shelf Registration Statement, (ii) pursuant to a Demand Registration (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 7.2 hereof), (iii) pursuant to a Takedown Demand (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 7.2 hereof), (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) pursuant to a registration relating solely to employment benefit plans, or (vi) in connection with a registration the primary purpose of which is to register debt securities) and the registration form to be used may be used for the Registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a Piggyback Registration and, subject to the terms of Section 7.3(c) and Section 7.3(d) hereof, shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the delivery of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the applicable Registration Statement becoming effective.

(b) Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations, whether or not any such Registration became effective.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary Registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such Registration by the Steward Parties, MPT, the Related Investors, or the Deerfield/CareMax

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Investors and any other persons with pari passu registration rights (as the case may be) which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such Registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such Registration (i) first, the securities requested to be included therein by the holders initially requesting such Registration, (ii) second, the Registrable Securities requested to be included in such Registration by the Steward Parties, MPT, the Related Investors, or the Deerfield/CareMax Investors and any other persons with pari passu registration rights (as the case may be) which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such Registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

(e) Other Registrations. If the Company has previously filed a Registration Statement with respect to Registrable Securities pursuant to Section 7.2 or pursuant to this Section 7.3, and if such previous Registration has not been withdrawn or abandoned, then the Company shall not be required to file or cause to be effected any other Registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form or the Resale Shelf Registration Statement or a New Registration Statement) at the request of any holder or holders of such Registrable Securities until a period of at least 90 days has elapsed from the effective date of such previous Registration; provided, however, that the Company shall at all times remain obligated to file, supplement and/or amend, as applicable, each Registration Statement required to be filed pursuant to Section 7.1 in accordance with Section 7.1(a) and Section 7.1(b), as applicable.

(f) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 7.3 whether or not any holder of Registrable Securities has elected to include securities in such Registration. The Registration Expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 7.7.

Section 7.4 Agreements of Certain Holders.

(a) If required by the managing underwriter(s), in connection with any underwritten Public Offering on or after the date hereof, any Steward Party or MPT that Beneficially Owns 1% or more of the outstanding Common Stock on the date of such underwritten Public Offering shall enter into lock-up agreements with the managing underwriter(s) of such underwritten Public Offering in such form as agreed to by such managing underwriter(s). In no

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event shall any Steward Party or MPT holding Registrable Securities that is not a director or executive officer of the Company, or an Affiliate thereof, on the date of such underwritten Public Offering be required to enter into any such lock-up agreement (i) that contains less favorable terms than the terms offered to any other Steward Party or MPT (as the case may be), or (ii) unless such Steward Party or MPT (as the case may be) has requested its Registrable Securities be included in such underwritten Registration, after the first anniversary of the Closing Date if it Beneficially Owns less than 5% of the outstanding Common Stock on the date of such underwritten Public Offering.

(b) The holders of Registrable Securities shall use commercially reasonable efforts to provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any Registration Statement in which the Registrable Securities of such holder are to be included, including amendments and supplements thereto, in order to effect the Registration Statement, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 7.3. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include such holder’s Registrable Securities to the extent the Company has not received such information, and received any other reasonably requested selling stockholder questionnaires, on or prior to the later of (i) the fifth (5^th) Business Day following the date on which such information is requested from such holder and (ii) the second (2^nd) Business Day prior to the first anticipated filing date of a Registration Statement pursuant to this Agreement.

Section 7.5 Registration Procedures. In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the holders of Registrable Securities have requested that any Registrable Securities be Registered pursuant to this Agreement or have initiated a Takedown Offering, the Company shall use its reasonable best efforts to effect the Registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as reasonably possible:

(a) prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission a Registration Statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective (provided that at least two (2) Business Days before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to counsel selected by the Applicable Approving Party copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel, and no such document shall be filed with the Commission to which any Steward Party, MPT or its respective counsel reasonably objects);

(b) notify each holder of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;

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(c) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement and the Prospectus used in connection therewith current, effective and available for the resale of all of the Registrable Securities required to be covered thereby for a period ending when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a Prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

(d) furnish to each seller of Registrable Securities thereunder such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(e) during any period in which a Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;

(f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the lead underwriter or the Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.5(f), (ii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction);

(g) promptly notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a Prospectus or supplement to any Prospectus relating to a Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) of any request by the Commission for the amendment or supplementing of such Registration Statement or Prospectus or for additional information, and (iii) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company promptly shall prepare, file with the Commission and furnish to each such seller a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

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(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if similar securities are not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA;

(i) if applicable, promptly effect a filing with FINRA pursuant to FINRA Rule 5110 (or successor thereto) with respect to the public offering contemplated by resales of securities under the Resale Shelf Registration Statement (an “Issuer Filing”), pay the filing fee required by such Issuer Filing and use its reasonable best efforts to pursue the Issuer Filing until FINRA issues a letter confirming that it does not object to the terms of the offering contemplated by the Resale Shelf Registration Statement.

(j) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

(k) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Applicable Approving Party or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, participating in such number of “road shows”, investor presentations and marketing events as the underwriters managing such offering may reasonably request);

(l) make available for inspection by a representative of the Applicable Approving Party, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such representative or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be reasonably requested to enable them to exercise their due diligence responsibility, and cause the Company’s officers, managers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such representative, underwriter, attorney, accountant or agent in connection with such Registration Statement; provided, however, that any such representative or underwriter enters into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

(m) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration (including any Shelf Registration) or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

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(n) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission;

(o) permit any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to be an underwriter or a controlling Person of the Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(p) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order;

(q) use its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(r) cooperate with the holders of Registrable Securities covered by the Registration Statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the Registration Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such holders may request;

(s) cooperate with each holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(t) if such Registration includes an underwritten public offering, use its reasonable best efforts to obtain a cold comfort letter from the Company’s independent public accountants and addressed to the underwriters, in customary form and covering such matters of the type customarily covered by cold comfort letters as the underwriters in such Registration reasonably request;

(u) provide a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such Registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto, the Prospectus included therein (including the preliminary Prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters;

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(v) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;

(w) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;

(x) subject to the terms of Section 7.2(c) and Section 7.2(d), if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Registration Statement on Form S-3 and keep such Registration Statement effective (including by filing a new Resale Shelf Registration or Shelf Registration, if necessary) during the period throughout which such Registration Statement is required to be kept effective;

(y) cooperate with each Steward Party and MPT that holds Registrable Securities being offered and the managing underwriter or underwriters with respect to an applicable Registration Statement, if any, to facilitate the timely (i) preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to such Registration Statement, and enable such certificates to be registered in such names and in such denominations or amounts, as the case may be, or (ii) crediting of the Registrable Securities to be offered pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, in any such case as such Steward Party or MPT (as the case may be) or the managing underwriter or underwriters, if any, may reasonably request; and

(z) for so long as this Agreement remains effective, (a) cause the Common Stock to be eligible for clearing through DTC, through its DWAC system; (b) be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure that the transfer agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s Fast Automated Securities Transfer Program (or successor thereto); and (d) use its reasonable best efforts to cause the Common Stock to not at any time be subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, including the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, use its reasonable best efforts to cause any such “chill,” “freeze” or similar restriction to be removed at the earliest possible time.

Section 7.6 Termination of Registration Rights. Notwithstanding anything contained in this Section 7.6 to the contrary, the right of MPT, the Steward Parties and its and their respective Affiliates to include Registrable Securities in any Demand Registration or any Piggyback Registration shall not terminate pursuant to this Section 7.6 with respect to MPT, the Steward Parties and its and their respective Affiliates for so long as RDLT is entitled to nominate a Steward Nominee pursuant to Section 1.1(a) of this Agreement. Other than as set forth in the previous sentence, the right of any Steward Party or MPT to include Registrable Securities in any Demand Registration or any Piggyback Registration shall terminate on such date that (i) such Steward Party (together with its Affiliates) or MPT (together with its Affiliates) Beneficially Owns less than 1% of the outstanding Common Stock, (ii) has held the securities for one year and (iii) may sell all of the Registrable Securities owned by such Steward Party or MPT (as the case may be) pursuant to Rule 144 of the Securities Act without any restrictions as to volume or the manner of sale or otherwise.

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Section 7.7 Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange rules and filings, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Company as provided in this Agreement and, for the avoidance of doubt, the Company also shall pay all of its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities hereunder shall bear and pay all underwriting discounts and commissions, underwriter marketing costs, brokerage fees and transfer taxes applicable to the securities sold for such Person’s account and all reasonable fees and expenses of any legal counsel representing any such Person.

(b) The Company shall reimburse the holders of Registrable Securities included in such Registration for the reasonable fees and disbursements of one counsel chosen by the Applicable Approving Party in connection with any underwritten Demand Registration, up to a maximum of $75,000.

Section 7.8 Indemnification.

(a) The Company agrees to (i) indemnify, defend and hold harmless, to the fullest extent permitted by Law, each Steward Party and MPT, each Person who controls such Steward Party or MPT (as the case may be) (within the meaning of the Securities Act or the Exchange Act), and each Steward Party’s, MPT’s and each respective control Person’s respective officers, directors, members, partners, managers, agents, affiliates and employees from and against all losses, claims, actions, damages, liabilities and expenses (“Losses”), including those caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, Free-Writing Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus, in light of the circumstances under which the statements therein were made), and (ii) pay to each Steward Party, MPT and its and their respective officers, directors, members, partners, managers, agents, affiliates and employees and each Person who controls such Steward Party or MPT (as the case may be) (within the meaning of the Securities Act or the Exchange Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or

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defending any such claim, loss, damage, liability or action, except in each case of (i) or (ii) insofar as the same are caused by or contained in any information furnished in writing to the Company or any managing underwriter by or on behalf of such Steward Party or MPT (as the case may be) expressly for use therein; provided, however, that the indemnity agreement contained in this Section 7.8 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such claim, loss, damage, liability or action to the extent that it arises out of or is based upon an untrue or alleged untrue statement of any material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, Free-Writing Prospectus or any amendment thereof or supplement thereto or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Prospectus, preliminary Prospectus, Free-Writing Prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Steward Party or MPT (as the case may be) expressly for use in connection with such Registration Statement or to the extent that such Loss results from a Steward Party’s or MPT’s (as the case may be) initiation of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Steward Party or MPT (as the case may be) by the Company in accordance with Section 7.2(f)(ii) hereof. In connection with an underwritten offering, the Company shall indemnify any underwriters or deemed underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information relating to such holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its officers, directors, employees, agents and representatives and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement or omission or alleged omission is contained in any information so furnished in writing by or on behalf of such holder or to the extent that such Loss results from a Steward Party’s or MPT’s (as the case may be) initiation of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Steward Party or MPT (as the case may be) by the Company in accordance with Section 7.2(f)(ii) hereof; provided that, the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds (after deducting underwriting discounts and commissions) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.

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(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party in defending such claim) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the Registration, at the expense of the indemnifying party. Notwithstanding anything to the contrary contained herein, the Company shall not, without the prior written consent of the Person entitled to indemnification, consent to entry of any judgment or enter into any settlement or other compromise with respect to any claim in respect of which indemnification or contribution may be or has been sought hereunder (whether or not any such indemnified Person is an actual or potential party to such action or claim) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified Persons of a full release from all liability with respect to such claim or which includes any admission as to fault or culpability or failure to act on the part of any indemnified Person.

(d) Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 7.8(a) or Section 7.8(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, relates to information supplied by or on behalf of such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 7.8(d) were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7.8(d). The amount paid or payable by an indemnified party as a result of the Losses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in

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connection with investigating or, except as provided in Section 7.8(c), defending any such action or claim. Notwithstanding anything herein to the contrary, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The sellers’ obligations in this Section 7.8(d) to contribute shall be several in proportion to the amount of securities Registered by them and not joint and shall be limited to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such Registration (less the aggregate amount of any damages or other amounts such Steward Party or MPT (as the case may be) has otherwise been required to pay (pursuant to Section 7.8(b) or otherwise) as a result of any untrue statements, alleged untrue statements, omissions or alleged omissions in connection with such Registration).

(e) The indemnification and contribution provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, manager, agent, representative or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Section 7.9 Participation in Underwritten Registrations. No Person may participate in any Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten Registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such holder’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7.8. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 7.4, Section 7.5 and this Section 7.9 or that are necessary to give further effect thereto, and the Company shall execute and deliver such other agreements as may be reasonably requested by the lead managing underwriter(s) (if applicable) in order to effect any Registration required hereunder. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 7.4 and this Section 7.9, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 7.9.

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Section 7.10 Other Agreements.

(a) For so long as any Steward Party or MPT (as the case may be) holds Registrable Securities that may be sold pursuant to Rule 144 only if the Company is in compliance with the current public information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), the Company will use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 and, in furtherance thereof, (i) remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and (ii) timely (without giving effect to any extensions pursuant to Rule 12b-25 under the Exchange Act, as applicable) file all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable (provided, that the failure to file Current Reports on Form 8-K shall not be deemed to violate this Section 7.10(a) to the extent that Rule 144 remains available for the resale of Registrable Securities). Upon reasonable prior written request, the Company shall deliver to the Steward Parties and MPT a customary written statement as to whether it has complied with such requirements.

(b) The stock certificates evidencing the Registrable Securities (and/or book entries representing the Registrable Securities) held by each Steward Party and MPT (as the case may be) shall not contain or be subject to any legend restricting the transfer thereof (and the Registrable Securities shall not be subject to any stop transfer or similar instructions or notations): (A) while a Registration Statement covering the sale or resale of such securities is effective under the Securities Act, or (B) if such Steward Party or MPT (as the case may be) provides customary paperwork to the effect that it has sold such shares pursuant to Rule 144, or (C) if such Registrable Securities are eligible for sale under Rule 144(b)(1) as set forth in customary non-affiliate paperwork provided by such Steward Party or MPT (as the case may be), or (D) if at any time on or after the date that is one year after the Form 10 Disclosure Filing Date such Steward Party or MPT (as the case may be) certifies that it is not an affiliate of the Company and that such Steward Party’s or MPT’s (as the case may be) holding period for purposes of Rule 144 in respect of such Registrable Securities is at least six (6) months, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by nationally recognized counsel to a Steward Party and MPT (collectively, the “Unrestricted Conditions”). The Company agrees that following the Registration Date or at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required it will, no later than five (5) Business Days following the delivery by a Steward Party or MPT (as the case may be) to the Company or the Company’s transfer agent of a certificate representing any Registrable Securities, issued with a restrictive legend (or, in the case of Registrable Securities represented by book entries, delivery by a Steward Party or MPT (as the case may be) to the Company or the Company’s transfer agent of a legend removal request), deliver or cause to be delivered to such Steward Party or MPT (as the case may be) a certificate or, at the request of such Steward Party or MPT (as the case may be), deliver or cause to be delivered such Registrable Securities to such Steward Party or MPT (as the case may be) by crediting the account of such Steward Party’s or MPT’s (as the case may be) prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system, in each case, free from all restrictive and other legends and stop transfer or similar instructions or notations. For purposes hereof, “Registration Date” shall mean the date that the Resale Shelf Registration Statement covering the Registration Statement has been declared effective by the Commission. If any of the Unrestricted Conditions is met at the time of issuance of any Registrable Securities, then such securities shall be issued free of all legends. Each Steward Party and MPT shall have the right to pursue any remedies available to it hereunder, or otherwise at law or in equity, including a decree of specific performance and/or injunctive relief, with respect to the Company’s failure to timely deliver shares of Common Stock without legend as required pursuant to the terms hereof.

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(c) Each Steward Party and MPT hereby acknowledges and agrees that the Deerfield/CareMax Investors, as required by the Amended and Restated Registration Rights Agreement, (i) consented to the grant of the registration rights set forth in this Article VII in connection with the transactions contemplated by the Merger Agreement, (ii) waived any rights to which such Deerfield/CareMax Investors are or may have been entitled under the Amended and Restated Deerfield Registration Rights Agreement as a result of the Closing of the transactions contemplated by the Merger Agreement, and (iii) granted the foregoing consent and waiver on the basis that the registration rights of such Steward Party and MPT (including any of their respective Permitted Transferees) set forth in this Article VII are not (and will not be) more favorable than the registration rights of the Deerfield/CareMax Investors under the Amended and Restated Deerfield Registration Rights Agreement.

ARTICLE VIII

DEFINITIONS.

Section 8.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings when used herein with initial capital letters:

(a) “Affiliate” means “affiliate” as defined in Rule 405 promulgated under the Securities Act.

(b) “Agreement” has the meaning set forth in the Preamble.

(c) “Alternate Steward Nominee” has the meaning set forth in Section 1.1(d).

(d) “Alternative Vacancy Nominee” has the meaning set forth in Section 1.1(i).

(e) “Applicable Approving Party” means either RDLT, or, if RDLT is not participating in the applicable offering, the holders of a majority of the Registrable Securities participating in the applicable offering.

(f) “Applicable Election” has the meaning set forth in Section 1.1.

(g) “Automatic Shelf Registration Statement” has the meaning set forth in Section 7.2(a).

(h) “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance).

(i) “Block Trade” means any non-marketed underwritten Takedown Offering taking the form of a bought deal or block sale to a financial institution.

(j) “Board” means the Board of Directors of the Company.

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(k) “Business Combination Registration Rights Agreement” has the meaning set forth in Section 7.2(h).

(l) “Business Day” means any day that is not a Saturday or Sunday or a legal holiday in the state in which the Company’s chief executive office is located or in New York, NY.

(m) “Cap” means twenty-one percent (21%) of the Company’s outstanding Common Stock.

(n) “Cause” means, as to any Steward Nominee or Steward Designee, (i) (A) such Person is under indictment for, has been convicted by a court of competent jurisdiction of, pleads guilty or nolo contendere to, any embezzlement, theft, misappropriation or conversion, or attempted embezzlement, theft, misappropriation or conversion, of any property, funds or business opportunity of any Person; (B) such Person is under indictment for, has been convicted of by a court of competent jurisdiction of, pleads guilty or nolo contendere to, any act constituting a felony (or its equivalent in any non-United States jurisdiction) or otherwise involving theft, fraud, dishonesty, misrepresentation or moral turpitude; (C) such Person has a relevant disqualifying event under the “bad actor” disqualification paragraphs (d) or (e) of Rule 506 of Regulation D; (D) such Person’s material breach of fiduciary duty or duty of loyalty to the Company or any of its Subsidiaries, (E) such Person violates or fails to observe in any material respect the Company’s Code of Business Conduct and Ethics (as may be amended or restated), the Company’s Insider Trading Policy (as may be amended or restated), any charters, guidelines, codes or policies applicable to all members of the Board or any Committee on which such Person is a member; (F) such Person is (or has been) excluded, debarred, terminated or suspended from participation in any Health Care Program, or such exclusion, debarment or suspension is (or has been) threatened in writing by any Government Authority or otherwise is (or has been) charged by a Government Authority of a material violation of any Health Care Laws, or (G) such Person is the subject of any order, judgment or decree not subsequently reversed, suspended or vacated (or any such order, judgment or decree is pending) of any court of competent jurisdiction for sexual harassment or has committed other conduct that could reasonably be expected to bring the Company or any of its respective Subsidiaries into public disgrace, disrepute or damage business relationships; (ii) the Steward Parties materially breach their obligations under this Agreement; or (iii) such Person fails to satisfy any of the other Eligibility Criteria. “Cause” shall be reasonably determined in the sole discretion, in each case acting in good faith, of the Board or any Committee delegated such determination.

(o) “Certificate of Incorporation” means the Company’s Third Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

(p) “Change in Control” means (i) Persons acting as a group (within the meaning of the Exchange Act) acquire Beneficial Ownership of capital stock of the Company having the right to elect a majority of the directors of the Company’s board of directors; (ii) the direct or indirect transfer of Common Stock by merger, consolidation, reorganization or otherwise through any transaction or series of related transactions that results in the holders of Common Stock immediately prior to such transaction not holding, in the aggregate, outstanding shares of Common Stock immediately following such transaction having the right to elect a majority of the directors of the Company’s board of directors; or (iii) the sale, conveyance, or other Transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to one or more Persons that are not, immediately prior to such sale, conveyance, or other transfer, Affiliates of the Company.

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(q) “Closing Class A Shares” has the meaning set forth in the Recitals.

(r) “Closing” has the meaning set forth in the Recitals.

(s) “Closing Date” means the date on which the Closing occurs.

(t) “Commission’s Notice” has the meaning set forth in Section 7.1(b).

(u) “Commission” means the U.S. Securities and Exchange Commission.

(v) “Committee” has the meaning set forth in Section 1.1(a).

(w) “Common Stock” means the Company’s Class A common stock, par value $0.0001 per share.

(x) “Company Option Period” has the meaning set forth in Section 4.1(b).

(y) “Company” has the meaning set forth in the Preamble.

(z) “Competitor” means any Person (a) that, directly or indirectly, owns, operates, administers or manages any business that (i) participates in the CMS Models (as defined in the Merger Agreement), or any other Medicare program involving arranging for comprehensive health care services for a Medicare population on a risk basis, or (ii) contracts with Medicare Advantage Plans for professional medical services, or (b) is a Provider Group, Risk Based MSO, Tech Enabled Provider Group, Payor, Alternative Site, Concierge, Employer, or Other Healthcare Services provider, including, without limitation, any of the Persons or Subsidiaries of the Persons listed on Exhibit A. In no event shall any of the Deerfield/CareMax Investors, Related Investors, Steward Parties, MPT, RDLT, Seller Parties or any of their respective Subsidiaries be deemed a Competitor.

(aa) “Control” (including its correlative meaning, “Controlled”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

(bb) “Deerfield/CareMax Investors” means Deerfield Partners, L.P., a Delaware limited partnership, and the other Persons who, at any time, are “Investors” under the terms of that certain Amended and Restated Registration Rights Agreement, dated as of December 18, 2020 (as the same may be amended or restated, the “Amended and Restated Deerfield Registration Rights Agreement”).

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(cc) “Demand Registrable Securities” means Registrable Securities beginning sixty (60) days prior to the expiration of the Lock-Up Period applicable to such Registrable Securities; provided, further that any Registrable Securities that would be Demand Registrable Securities but for which the expiration of the Lock-Up Period is in excess of sixty (60) days shall be deemed to be Demand Registrable Securities for the purpose of inclusion in a Demand Registration for which other Demand Registrable Securities are being Registered.

(dd) “Demand Registrations” has the meaning set forth in Section 7.2(a).

(ee) “Derivative Rights” means, with respect to any Equity Interests of any Person, any and all options, warrants, rights, convertible or exchangeable securities, “phantom” equity rights, equity appreciation rights, profits interests, equity-based performance units, commitments, arrangements or undertakings of any kind to which such Person is a party or is bound obligating such Person to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity (or phantom equity) interests in, or any security convertible or exercisable for or exchangeable into any capital stock or other equity interest in, such Person.

(ff) “Designated Courts” has the meaning set forth in Section 9.10.

(gg) “DTC” has the meaning set forth in Section 7.5(y).

(hh) “DWAC” has the meaning set forth in Section 7.5(y).

(ii) “Earnout Issuance Date” means the date on which the Earnout Class A Shares were issued to Seller in accordance with the Merger Agreement.

(jj) “Effectiveness Deadline” has the meaning set forth in Section 7.1(a).

(kk) “End of Suspension Notice” has the meaning set forth in Section 7.2(f)(ii).

(ll) “Equity Interests” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital stock or other equity interests (including partnership or limited liability company interests in a partnership or limited liability company or any other interest or participation right that confers on a Person the right to receive a share of the profits and losses, or distributions of assets, of the issuing Person), and all Derivative Rights with respect to any of the foregoing.

(mm) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

(nn) “Excluded Securities” means any securities of the Company issued in connection with: (i) a grant to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement or other similar arrangement approved by the Board; (ii) the exercise or conversion of options to purchase shares of Common Stock issued to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or any other compensation agreement approved by the Board; (iii) as consideration in any acquisition by the Company of the stock, assets, properties

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or business of any Person; (iv) any rights, agreements, options or warrants granted after the date of this Agreement and approved by the Board, so long as the pre-emptive rights established by Article V were complied with, waived, or were inapplicable pursuant to any provision of Article V with respect to the initial sale or grant by the Company of such rights, agreements, options or warrants; (vi) as consideration in connection with the entry into any strategic or commercial relationship the primary purpose of which is not to raise capital for the Company; (vii) upon exercise of any rights, agreements, options or warrants issued and outstanding as of the date hereof; (viii) pursuant to any debt financing or refinancing from a bank or similar financial or lending institution; or (ix) a stock split, stock dividend or any similar recapitalization.

(oo) “Exercise Period” has the meaning set forth in Section 5.3.

(pp) “Filing Deadline” has the meaning set forth in Section 7.1(a).

(qq) “FINRA” means the Financial Industry Regulatory Authority or any successor thereto.

(rr) “First Steward Nominee” has the meaning set forth in Section 1.1.

(ss) “First Threshold Date” means the first date on which the number of shares of Common Stock Beneficially Owned by RDLT, in the aggregate, is less than fifty percent (50%) of the number of Closing Class A Shares issued to Seller at the Closing and immediately thereafter transferred to RDLT (as adjusted for any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of shares).

(tt) “Form 10 Disclosure Filing Date” means the date on which the Company filed with the Commission a Current Report on Form 8-K that includes current “Form 10 information” (within the meaning of Rule 144) reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144.

(uu) “Form S-3” has the meaning set forth in Section 7.1(a).

(vv) “Free-Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

(ww) “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

(xx) “Health Care Laws” has the meaning assigned to such term in the Merger Agreement.

(yy) “Health Care Programs” has the meaning assigned to such term in the Merger Agreement.

(zz) “Initiating Holder” has the meaning set forth in Section 7.2(d).

(aaa) “Issuance Notice” has the meaning set forth in Section 5.2.

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(bbb) “Issuer Filing” has the meaning set forth in Section 7.5(i).

(ccc) “Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

(ddd) “Long-Form Registrations” has the meaning set forth in Section 7.2(a).

(eee) “Losses” has the meaning set forth in Section 7.8(a).

(fff) “Merger Agreement” has the meaning set forth in the Recitals.

(ggg) “New Registration Statement Filing Deadline” means, with respect to any New Registration Statements that may be required pursuant to Section 7.1(b) (i) the tenth (10^th) day following the first date on which such Registrable Securities may then be included in a Registration Statement if such Registration Statement is required to be filed because the Commission shall have informed the Company that certain Registrable Securities were not eligible for inclusion in a previously filed Registration Statement, or (ii) if such New Registration Statement is required for a reason other than as described in clause (i) of this definition, the fifteenth (15^th) day following the date on which the Company first knows that such New Registration Statement is required.

(hhh) “New Registration Statement” has the meaning set forth in Section 7.1(b).

(iii) “New Securities” means any shares of capital stock of the Company, as well as rights, options, or warrants to purchase such shares of capital stock, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such shares of capital stock, other than Excluded Securities.

(jjj) “NewCo” has the meaning set forth in Section 6.1.

(kkk) “Nominee Rejection” has the meaning set forth in Section 1.1(j).

(lll) “Offered Securities” has the meaning set forth in Section 4.1(a).

(mmm) “Permitted Transferee” means any equityholder of Seller as of the date hereof who is bound by all of the provisions of this Agreement as a Steward Party, MPT or any Affiliate of any of the foregoing or, if an individual, any spouse or descendent (whether natural or adopted) of such individual or any trust or family partnership or limited liability company maintained solely for the benefit of such individual and/or his or her spouse or descendants (whether natural or adopted).

(nnn) “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock corporation, estate, trust, unincorporated association, joint venture, governmental authority or other entity, of whatever nature.

(ooo) “Piggyback Registration” has the meaning set forth in Section 7.3(a).

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(ppp) “Pre-Emptive Share” means (a) with respect to all Steward Parties, a percentage equal to the total number of New Securities specified in an Issuance Notice, multiplied by a fraction (i) the numerator of which is the sum of the total number of shares of Common Stock held by such Steward Party (determined on a fully-diluted and an as-converted basis) and (ii) the denominator of which is sum of the total number of shares of Common Stock outstanding (determined on a fully-diluted and an as-converted basis), in each case calculated as of the date on which such Issuance Notice is delivered to the Steward Parties, such amount to be allocated ratably in accordance with each Steward Party’s pro rata percentage thereof or as the exercising Steward Parties may mutually agree, and (b) with respect to MPT, a percentage equal to the total number of New Securities specified in an Issuance Notice, multiplied by a fraction (i) the numerator of which is the sum of the total number of shares of Common Stock held by MPT (determined on a fully-diluted and an as-converted basis) and (ii) the denominator of which is sum of the total number of shares of Common Stock outstanding (determined on a fully-diluted and an as-converted basis), in each case calculated as of the date on which such Issuance Notice is delivered to MPT.

(qqq) “Prospectus” means (i) the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus and (ii) any free writing prospectus (within the meaning of Rule 405 under the Securities Act) relating to any offering of Registrable Securities pursuant to a Registration Statement.

(rrr) “Public Offering” means any sale or distribution by the Company and/or holders of Registrable Securities to the public of Common Stock pursuant to an offering Registered under the Securities Act.

(sss) “RDLT” has the meaning set forth in the Preamble.

(ttt) “Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective.

(uuu) “Registrable Securities” means the Closing Class A Shares and the Earnout Class A Shares (solely to the extent any such Earnout Class A Shares are issued in accordance with the Merger Agreement). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been sold or distributed to the public pursuant to an offering Registered under the Securities Act, sold to the public through a broker, dealer or market maker in compliance with Rule 144 or repurchased by the Company or any of its Subsidiaries. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person holds such Registrable Securities of record or in “street name” or has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder.

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(vvv) “Registration Date” has the meaning set forth in Section 7.10(b).

(www) “Registration Expenses” has the meaning set forth in Section 7.7(a).

(xxx) “Registration Rights Agreement” has the meaning set forth in Signature Page.

(yyy) “Registration Statement” means any registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable Securities, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

(zzz) “Registration Trigger Date” has the meaning set forth in Section 7.1(e).

(aaaa) “Related Investors” means Related CM Advisor, LLC, a Delaware limited liability company, and the other Persons who, at any time, are “Investors” under the terms of that certain Registration Rights Agreement, dated as of July 13, 2021 (as the same may be amended or restated).

(bbbb) “Representatives” has the meaning set forth in Section 6.4(a)(iii).

(cccc) “Resale Shelf Registration Statement” has the meaning set forth in Section 7.1(a).

(dddd) “Resale Shelf Registration” has the meaning set forth in Section 7.2(d).

(eeee) “Rule 144”, “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in force.

(ffff) “SACN Holdco” has the meaning set forth in the Recitals.

(gggg) “SEC Guidance” has the meaning set forth in Section 7.1(b).

(hhhh) “Second Steward Nominee” has the meaning set forth in Section 1.1.

(iiii) “Second Threshold Date” means the first date after the Earnout Issuance Date on which the number of shares of Common Stock Beneficially Owned by RDLT, in the aggregate, is less than fifty percent (50%) of the Seller Class A Shares issued to Seller at the Closing and on the Earnout Issuance Date and, in each case, immediately thereafter transferred to RDLT (as adjusted for any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of shares).

(jjjj) “Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

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(kkkk) “Seller Class A Shares” has the meaning set forth in the Recitals.

(llll) “Seller” has the meaning set forth in the Preamble.

(mmmm) “Shelf Demand Right” has the meaning set forth in Section 7.1(b).

(nnnn) “Shelf Participant” means any holder of Registrable Securities listed as a potential selling stockholder in connection with the Resale Shelf Registration Statement or the Shelf Registration or any such holder that could be added to such Resale Shelf Registration Statement or Shelf Registration without the need for a post-effective amendment thereto or added by means of an automatic post-effective amendment thereto.

(oooo) “Shelf Registration” has the meaning set forth in Section 7.2(c).

(pppp) “Short-Form Registrations” has the meaning set forth in Section 7.2(a).

(qqqq) “SICN Holdco” has the meaning set forth in the Recitals.

(rrrr) “SNCN Holdco” has the meaning set forth in the Recitals.

(ssss) “Steward Designee” means each individual RDLT has designated pursuant to Section 1.1, Section 1.1(d), Section 1.1(h) or Section 1.1(i) and who is thereafter elected and qualifies to serve as a director of the Company.

(tttt) “Steward Nominees” has the meaning set forth in Section 1.1.

(uuuu) “Steward Party” means each of RDLT, MC, Seller and each Permitted Transferee, and collectively such Persons are referred to as the “Steward Parties”. In no event shall MPT be deemed a Steward Party.

(vvvv) “Subsidiary” means, with respect to any Person, an entity that is Controlled, directly or indirectly, by such Person.

(wwww) “Suspension Event” has the meaning set forth in Section 7.2(f)(ii).

(xxxx) “Suspension Notice” has the meaning set forth in Section 7.2(f)(ii).

(yyyy) “Tail Period” means the period from the Closing Date until the date that is six (6) months after a Steward Designee or an Affiliate of RDLT ceases to serve on the Board.

(zzzz) “Takedown Demand” has the meaning set forth in Section 7.2(d).

(aaaaa) “Takedown Offering” has the meaning set forth in Section 7.2(d).

(bbbbb) “Target Companies” has the meaning set forth in the Recitals.

(ccccc) “Trading Day” has the meaning set forth in Section 7.1(e).

(ddddd) “Transfer Notice” has the meaning set forth in Section 4.1(a).

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(eeeee) “Transfer” means to voluntarily or involuntarily, transfer, sell, pledge or hypothecate or otherwise dispose of (whether by operation of law or otherwise), including, in each case, (i) the establishment or increase of a put equivalent position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (ii) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise.

(fffff) “Unrestricted Conditions” has the meaning set forth in Section 7.10(b).

(ggggg) “Vacancy Nominee” has the meaning set forth in Section 1.1(h).

(hhhhh) “Voting Securities” means shares of Common Stock and any other securities of the Company entitled to vote generally in the election of directors of the Company.

(iiiii) “WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

ARTICLE IX

MISCELLANEOUS.

Section 9.1 Termination. This Agreement will be effective as of the date hereof and, except as otherwise set forth herein, will continue in effect thereafter until the first date on which MPT and the Steward Parties cease to Beneficially Own any Seller Class A Shares; provided, however, that the provisions of Section 1.1, Section 1.6, Article II, Section 3.1, and Article VII shall remain in effect for the periods of time specified therein and the provisions of Section 7.8 shall survive indefinitely.

Section 9.2 Entire Agreement. This Agreement (including any exhibits or schedules attached hereto) and other documents delivered pursuant hereto, contain the entire understanding of the parties in respect of their subject matter and supersede all prior agreements and understandings (oral or written) between the parties with respect to such subject matter.

Section 9.3 Remedies. Each of the parties agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that each party would be irreparably harmed if any of the provisions of the Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at Law, a non-breaching party shall be entitled to injunctive relief without the posting of any bond or other undertaking to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Each party further waives any defense that a remedy at Law would be adequate in any action or proceeding for specific performance or injunctive relief hereunder.

Section 9.4 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be waived, modified, amended, supplemented, canceled or discharged only with the prior written consent of the Company and RDLT. Any amendment or waiver effected in accordance with this Section 9.4 shall be binding upon MPT, each Steward Party and the Company. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

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Section 9.5 Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.

Section 9.6 Transfer of Rights. A Steward Party or MPT may transfer or assign, in whole or from time to time in part, to one or more Permitted Transferees, its rights and obligations under this Agreement and such rights will be transferred to such Permitted Transferee effective upon receipt by the Company of (A) written notice from such Steward Party or MPT (as the case may be) stating the name and address of the Permitted Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (B) except in the case of a transfer to an existing Steward Party or to MPT, a written agreement from such Permitted Transferee to be bound by the terms of this Agreement. Except in accordance with the previous sentence, no Steward Party shall assign its obligations hereunder without the prior written consent of the Company. A Permitted Transferee who satisfies the conditions set forth in this Section 9.6 shall henceforth be a “Steward Party” for purposes of this Agreement. In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such holder, the Company shall use its reasonable best efforts to amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Resale Shelf Registration Statement; provided that, in no event shall the Company be required to file a post-effective amendment to the Resale Shelf Registration Statement unless the Company receives a written request from the subsequent transferee, requesting that its shares of Common Stock be included in the Resale Shelf Registration Statement, with all information reasonably requested by the Company.

Section 9.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any respect under any applicable Law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality or unenforceability, without invalidating the remainder of this Agreement.

Section 9.8 Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile and electronically transmitted portable document format (.pdf) signature pages), each of which shall be an original but all of which together shall constitute one and the same instrument.

Section 9.9 Descriptive Headings; Interpretation. When a reference is made in this Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Words of one gender shall be held to include the other gender as the context requires. The word “or” shall not be exclusive. The words “herein,” “hereof,” “hereunder” or “hereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to

45

any specific section. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise specified herein, references to any statute, listing rule, rule, standard, regulation or other law include a reference to the corresponding rules and regulations and each of them as amended, modified, supplemented, consolidated, replaced or rewritten from time to time. References to any section of any statute, listing rule, rule, standard, regulation or other law include any successor to such section. References to any contract (including this Agreement) or governing document are to the contract or governing document as amended, modified, supplemented or replaced from time to time, unless otherwise stated. References to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise, and permitted assigns.

Section 9.10 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be construed in accordance with and governed for all purposes by the internal substantive Laws of Delaware applicable to contracts executed and to be wholly performed within Delaware.

(b) Any proceeding against any party or arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof shall be brought exclusively in the state or federal courts located in New Castle County in the State of Delaware (the “Designated Courts”), and the parties accept the exclusive jurisdiction of the Designated Courts for the purpose of any proceeding. Each party agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such party in accordance with Section 9.11 shall be effective service of process for any action, suit or proceeding brought against such Party in any such court.

(c) In addition, each party hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any proceeding arising out of or relating to this Agreement in any Designated Court or any judgment entered by any of the Designated Courts and hereby further irrevocably waives any claim that any proceedings brought in the Designated Courts has been brought in an inconvenient forum.

(d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF, OR WITH RESPECT TO, THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

46

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 9.10. EITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 9.11 Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) when sent via email, if sent on a Business Day on or prior to 11:59 PM in the time zone of the recipient, and if not, 12:01 AM in the time zone of the recipient on the next Business Day, and delivery is confirmed by the recipient via non-automated transmission (c) one Business Day after the Business Day on which such communication is deposited with Federal Express or similar nationally recognized overnight courier service (charges prepaid), or (d) when delivered after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

if to the Company:

CareMax, Inc.

1000 NW 57 Court

Suite 400

Miami, FL 33126

Telephone: [***]

Attention: General Counsel

Email: [***]

with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

200 South Biscayne Boulevard

Suite 2500

Miami, FL 33131

Telephone: (305) 702 8880

Attention: Joshua M. Samek, Esq.

Email: Joshua.Samek@us.dlapiper.com

if to the Steward Parties:

c/o Steward Health Care System LLC

1900 N Pearl St #2400

Dallas, Texas 75201

Attention: Rubén José King Shaw Jr. and General Counsel

Email: [***]

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with a copy (which shall not constitute notice) to:

Sidley Austin LLP

1501 K Street, NW

Washington, DC 20005

Telephone: (202) 736 8590

Attention: Sam Wales; Krista Lewis

Email: swales@sidley.com; kklewis@sidley.com

if to MPT:

c/o MPT Operating Partnership, L.P.

1000 Urban Center Drive, Suite 501

Birmingham, Alabama 35242

Fax: (205) 969 3756

Attention: Legal Department

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

1501 K Street, NW

Washington, DC 20005

Telephone: (202) 736 8590

Attention: Sam Wales; Krista Lewis

Email: swales@sidley.com; kklewis@sidley.com

Section 9.12 No Strict Construction. Each party expressly represents and warrants to the other parties that before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; said party has relied solely and completely upon its own judgment in executing this Agreement; said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement, which is the result of arm’s length negotiations conducted by and among the parties and their respective counsel. This Agreement shall be deemed drafted jointly by the parties and nothing shall be construed against one party or another as the drafting party.

Section 9.13 No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective heirs, successors and permitted assigns; provided, that the Persons indemnified under Section 7.8 are intended third party beneficiaries of Section 7.8.

* * * * *

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IN WITNESS WHEREOF, the Company has executed this Agreement as of the date first written above.

CAREMAX, INC.
By:	/s/ Carlos de Solo
Name: Carlos de Solo
Title: Chief Executive Officer

[Signature Pages to Investor Rights Agreement]

IN WITNESS WHEREOF, RDLT has executed this Agreement as of the date first written above.

By:	/s/ Ralph de la Torre, M.D.
Name: Ralph de la Torre, M.D.

[Signature Pages to Investor Rights Agreement]

IN WITNESS WHEREOF, MC has executed this Agreement as of the date first written above.

By:	/s/ Michael Callum, M.D.
Name: Michael Callum, M.D.

[Signature Pages to Investor Rights Agreement]

IN WITNESS WHEREOF, MPT has executed this Agreement as of the date first written above.

MEDICAL PROPERTIES TRUST, INC.
By:	/s/ K. Steven Hamner
Name: K. Steven Hamner
Title: Executive Vice President & CFO

[Signature Pages to Investor Rights Agreement]

IN WITNESS WHEREOF, Seller has executed this Agreement as of the date first written above.

SPARTA HOLDING CO. LLC
By:	Steward Health Care Investors LLC
Its:	Managing Member
By:	RDLT – SHCI Manager LLC
Its:	Manager
By:	/s/ Ralph de la Torre, M.D.
Name: Ralph de la Torre, M.D.
Title: President, Secretary and Treasurer

[Signature Pages to Investor Rights Agreement]

INVESTOR RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Investor Rights Agreement dated as of November 10, 2022 (as the same may hereafter be amended, the “Investor Rights Agreement”), among CareMax, Inc., a Delaware corporation (the “Company”), and the other persons named as parties therein.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Investor Rights Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Investor Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the 10th day of November, 2022.

[STEWARD PARTY / MPT]:

[•]

By:

Its:

Address for Notices: [•]

[•]

[•]

[•]

Agreed and Accepted as of

CAREMAX, INC.

By:

Name: Carlos de Solo

Its: Chief Executive Officer

EX-10.3

Exhibit 10.3

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amendment (this “Amendment”) to that certain AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of December 18, 2020 (the “Original Agreement”), by and among (i) CareMax, Inc., f/k/a Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (“Pubco”), (ii) DFHTA Sponsor LLC, a Delaware limited liability company, (iii) each of the Persons listed on the Schedule of Investors attached to the Original Agreement and (iv) each of the other Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of Pubco and enter into a joinder to the Original Agreement agreeing to be bound by the terms thereof (each Person identified in the foregoing (ii) through (iv), an “Investor” and, collectively, the “Investors”), is made as of November 10, 2022 (the “Amendment Date”), by and among Pubco and each Investor executing a signature page hereto (the “Parties”), including the Majority Deerfield Investors, the Majority IMC Investors and the Majority Caremax Investors (each as defined below). Unless otherwise provided in this Amendment, capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Agreement.

WHEREAS, pursuant to Section 12(d) of the Original Agreement, the Original Agreement may be amended or waived only with the prior written consent of Pubco and the holders of a majority of the Registrable Securities then outstanding; provided, that (i) such majority shall include the Majority Deerfield Investors for so long as the Majority Deerfield Investors hold at least 5% of the outstanding Common Stock on the date of such amendment or waiver and in certain other circumstances, (ii) such majority shall include the Majority IMC Investors for so long as the Majority IMC Investors hold at least 5% of the outstanding Common Stock on the date of such amendment or waiver and (iii) such majority shall include the Majority Caremax Investors for so long as the Majority Caremax Investors hold at least 5% of the outstanding Common Stock on the date of such amendment or waiver, and any amendment or waiver effected in accordance with Section 12(d) of the Original Agreement shall be binding upon each Investor and Pubco; and

WHEREAS, the undersigned Parties include Pubco and the holders of at least a majority of the Registrable Securities as of the Amendment Date, including the Majority Deerfield Investors, the Majority IMC Investors and the Majority Caremax Investors, and the Parties desire to make certain amendments to the Original Agreement with respect to Sections 2(h), 3(c) and 3(d) of the Original Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Certain Amendments to the Original Agreement. The Original Agreement is hereby amended as follows:

a. Section 2(h) of the Original Agreement is hereby amended and restated as follows:

“Pubco represents and warrants to each holder of Registrable Securities that the registration rights granted in this Agreement, do not, and will not, conflict with any other registration rights granted by Pubco, including the grant of registration rights to (a) Related CM Advisor, LLC, a Delaware limited liability company (the “Advisor”), and such other persons who shall at any time own securities of Pubco and enter into a joinder to that certain registration rights agreement, dated July 13, 2021, by and among Pubco, the Advisor and such other persons who have entered into a joinder thereto, and (b) Dr. Ralph de la Torre (“RDLT”), Dr. Michael Callum (“MC”), Medical Properties Trust, Inc., a Maryland corporation (“MPT”), Sparta Holding Co. LLC, a Delaware limited liability

company (the “Seller”) and each person who is a “Permitted Transferee” under that certain investor rights agreement (in substantially the form included with the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2022), to be entered into by and among Pubco, RDLT, MC, MPT, the Seller and the other parties thereto on or about the Amendment Date (as defined in the amendment hereto dated as of November 7, 2022) (such grants of registration rights described in the foregoing clauses (a) and (b), together with any other grants of registration rights after the Amendment Date to the extent such rights are, pursuant to the written agreements granting such rights, pari passu with the rights of the holders of Registrable Securities under Sections 3(c) and 3(d) of this Agreement, being referred to herein as the “Additional Registration Rights”). Pubco shall not grant to any Persons the right to request Pubco to register any equity securities of Pubco, or any securities, options or rights convertible or exchangeable into or exercisable for such securities on terms more favorable than, or inconsistent with, the rights granted to the Investors under Sections 1, 2, 3 and 4 of this Agreement without the prior written consent of the holders of a majority of the Registrable Securities then outstanding.”

b. Section 3(c) of the Original Agreement is hereby amended and restated as follows:

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of Pubco, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities Pubco proposes to sell, (ii) second, the Registrable Securities and other securities of Pubco subject to the Additional Registration Rights requested to be included in such registration by the Investors and such other Persons with the Additional Registration Rights, respectively, which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities and such other Persons with the Additional Registration Rights on the basis of the number of Registrable Securities and other securities of Pubco owned by each such holder or such other Persons with the Additional Registration Rights, respectively), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

c. Section 3(d) of the Original Agreement is hereby amended and restated as follows:

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors and other securities of Pubco subject to the Additional Registration Rights requested to be included in such registration by such other Persons with the Additional Registration Rights which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities and such other Persons with the Additional Registration Rights on the basis of the number of Registrable Securities and other securities of Pubco owned by each such holder or such other Persons with the Additional Registration Rights, respectively), and (iii) third, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

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2. Effect of Amendment. The provisions of the Original Agreement, as amended by this Amendment, remain in full force and effect. From and after the date hereof, references to “this Agreement” in the Original Agreement shall be deemed references to the Original Agreement, as amended by this Amendment. For the avoidance of doubt, the execution of this Amendment by the undersigned Parties shall constitute the consent thereof to the grant of the Additional Registration Rights.

3. Entire Agreement. This Amendment and the Original Agreement, as amended pursuant to this Amendment, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties to the Original Agreement with respect to the subject matter hereof.

4. Miscellaneous. Sections 12(c), (e) and (g)-(m) of the Original Agreement are hereby incorporated by reference and shall apply mutatis mutandis as if set forth at length herein.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

CAREMAX, INC.
By:	/s/ Carlos A. De Solo
Name: Carlos A. de Solo
Title:    Chief Executive Officer

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., its General Partner
By: J.E. Flynn Capital, LLC, its General Partner
By:	/s/ David Clark
Name:  David Clark
Title:    Authorized Signatory
Address:
c/o Deerfield Management Company, L.P.
345 Park Avenue South, 12th Floor
New York, NY 10010
Attn:    David J. Clark
Email:  dclark@deerfield.com
with a copy to:
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, Illinois 60661
Attn:    Mark D. Wood, Esq.
Email:  mark.wood@katten.com

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

ATHYRIUM OPPORTUNITIES III ACQUISITION 2 LP
By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner
By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner
By:	/s/ Rashida Adams
Name: Rashida Adams
Title:   Authorized Signatory
ATHYRIUM OPPORTUNITIES III ACQUISITION LP
By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner
By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner
By:	/s/ Rashida Adams
Name: Rashida Adams
Title:   Authorized Signatory

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

COMVEST IMC HOLDINGS, LLC
By:	/s/ Roger Marrero
Name:  Roger Marrero
Title:    Authorized Signatory

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

O.M. INVESTMENT GROUP, INC.
By:	/s/ Carlos A. de Solo
Name:  Carlos A. de Solo
Title:    Chief Executive Officer

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

C.G.D. INVESTMENT GROUP, INC.
By:	/s/ Alberto R. de Solo
Name:  Alberto R. de Solo
Title:    Chief Executive Officer

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

EX-10.4

Exhibit 10.4

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amendment (this “Amendment”) to that certain REGISTRATION RIGHTS AGREEMENT, dated as of July 13, 2021 (the “Original Agreement”), by and among (i) CareMax, Inc., a Delaware corporation (“Pubco”), (ii) Related CM Advisor, LLC, a Delaware Limited Liability Company (the “Advisor”), and (iii) each of the other Persons who, at any time, own securities of Pubco and enter into a joinder to the Original Agreement agreeing to be bound by the terms thereof (each Person identified in the foregoing (ii) and (iii), an “Investor” and, collectively, the “Investors”), is made as of November 10, 2022 (the “Amendment Date”), by and among Pubco and the Advisor (the “Parties”). Unless otherwise provided in this Amendment, capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Agreement.

WHEREAS, pursuant to Section 12(d) of the Original Agreement, the Original Agreement may be amended or waived only with the prior written consent of Pubco and the Advisor, and any amendment or waiver effected in accordance with Section 12(d) of the Original Agreement shall be binding upon each Investor and Pubco; and

WHEREAS, the undersigned Parties include Pubco and the Advisor, and the Parties desire to make certain amendments to the Original Agreement with respect to Sections 2(h), 3(c) and 3(d) of the Original Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Certain Amendments to the Original Agreement. The Original Agreement is hereby amended as follows:

a. The first sentence of Section 1(a) of the Original Agreement is hereby amended and restated as follows:

Pubco shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, no later than sixty (60) days following the written request of the Advisor (the “Filing Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Investors of all of the Registrable Securities held by the Investors (the “Resale Shelf Registration Statement”).

b. Section 2(h) of the Original Agreement is hereby amended and restated as follows:

Other Registration Rights. Pubco represents and warrants to each holder of Registrable Securities that the registration rights granted in this Agreement, do not, and will not, conflict with any other registration rights granted by Pubco, including the grant of registration rights to (a) DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), each of the persons listed on the Schedule of Investors (the “Scheduled Investors”) at the signing of, and each of the other persons set forth from time to time on the Schedule of Investors and who enter into a joinder to, that certain Amended and Restated Registration Rights Agreement, dated as of December 18, 2020, by and among Pubco, the Sponsor and the Scheduled Investors, and (b) Dr. Ralph de la Torre (“RDLT”), Dr. Michael Callum (“MC”), Medical Properties Trust, Inc., a Maryland corporation (“MPT”), Sparta Holding Co. LLC, a Delaware limited liability company (the “Seller”) and each person who is a “Permitted Transferee” under that certain

investor rights agreement (in substantially the form included with Pubco’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2022), to be entered into by and among Pubco, RDLT, MC, MPT, the Seller and the other parties thereto on or about the Amendment Date (such grants of registration rights described in the foregoing clauses (a) and (b), together with any other grants of registration rights after the Amendment Date to the extent such rights are, pursuant to the written agreements granting such rights, pari passu with the rights of the holders of Registrable Securities under Sections 3(c) and 3(d) of this Agreement, being referred to herein as the “Additional Registration Rights”).

c. Section 3(c) of the Original Agreement is hereby amended and restated as follows:

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary Registration on behalf of Pubco, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such Registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities Pubco proposes to sell, (ii) second, the Registrable Securities and other securities of Pubco subject to the Additional Registration Rights requested to be included in such Registration by the Investors and such other Persons with the Additional Registration Rights, respectively, which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities and such other Persons with the Additional Registration Rights on the basis of the number of Registrable Securities and other securities of Pubco owned by each such holder or such other Persons with the Additional Registration Rights, respectively), and (iii) third, other securities requested to be included in such Registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

d. Section 3(d) of the Original Agreement is hereby amended and restated as follows:

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such Registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall include in such Registration (i) first, the securities requested to be included therein by the holders initially requesting such Registration, (ii) second, the Registrable Securities requested to be included in such Registration by the Investors and other securities of Pubco subject to the Additional Registration Rights requested to be included in such Registration by such other Persons with the Additional Registration Rights which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities and such other Persons with the Additional Registration Rights on the basis of the number of Registrable Securities and other securities of Pubco owned by each such holder or such other Persons with the Additional Registration Rights, respectively), and (iii) third, other securities requested to be included in such Registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.

2. Effect of Amendment. The provisions of the Original Agreement, as amended by this Amendment, remain in full force and effect. From and after the date hereof, references to “this Agreement” in the Original Agreement shall be deemed references to the Original Agreement, as amended by this Amendment. For the avoidance of doubt, the execution of this Amendment by the undersigned Parties shall constitute the consent thereof to the grant of the Additional Registration Rights.

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3. Entire Agreement. This Amendment and the Original Agreement, as amended pursuant to this Amendment, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties to the Original Agreement with respect to the subject matter hereof.

4. Miscellaneous. Sections 12(c), (e) and (g)-(m) of the Original Agreement are hereby incorporated by reference and shall apply mutatis mutandis as if set forth at length herein.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

CAREMAX, INC.
By:	/s/ Carlos A. de Solo
Name: Carlos A. de Solo
Title: Chief Executive Officer

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the Amendment Date.

RELATED CM ADVISOR, LLC
By:	/s/ Bryan Cho
Name: Bryan Cho
Title: Executive Vice President

[Signature Page to Amendment to Amended and Restated Registration Rights Agreement]

EX-10.5

Exhibit 10.5

Execution Version

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT

THIS CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 10, 2022 (this “Agreement”), is made by and among CareMax, Inc. (the “Borrower”), the Subsidiary Guarantors, the Lenders party hereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.

RECITALS

WHEREAS, the Borrower, the Subsidiary Guarantors from time to time party thereto, the Lenders and Issuing Banks from time to time party thereto, the Administrative Agent and Collateral Agent and the other persons party thereto are party to that certain Credit Agreement, dated as of May 10, 2022 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Agreement, the “Existing Credit Agreement” and, as amended by this Agreement, the “Credit Agreement”); and

WHEREAS, section 6.01(q) of the Existing Credit Agreement permits Indebtedness consisting of an asset based facility in an aggregate principal amount equal to the amount of Sparta Medicare Shared Savings Program Receivables; and

WHEREAS, the Borrower wishes to amend the Existing Credit Agreement to as set forth herein and to permit that certain Loan and Security Agreement with CAJ Lending LLC, as administrative and collateral agent (the “MSSP Agent”), the Lenders party thereto from time to time, (i) pre-Merger, Sparta Merger Sub I LLC (“Merger LLC I”), Sparta Merger Sub II LLC (“Merger LLC II”), Sparta Merger Sub I Inc. (“Merger Sub I”), Sparta Merger Sub II Inc. (“Merger Sub II”), Steward Accountable Care Network, LLC (“SACN”) and Steward National Care Network, LLC (“SNCN”), as the initial borrowers, and (ii) post-Merger, SACN and SNCN, as borrowers, Merger LLC I and Merger LLC II, as guarantors, to be dated on November 10, 2022 (the “Sparta MSSP Credit Agreement”); and

WHEREAS, the existing Lenders signatory hereto constituting the Required Lenders (the “Existing Lenders”) have agreed to consent to such amendment;

NOW THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:

SECTION 1. Amendments to the Existing Credit Agreement. The Existing Credit Agreement is, as of the First Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 3 of this Amendment, hereby amended as follows:

(a) Section 1.01 of the Existing Credit Agreement is hereby amended by adding the below defined terms in alphabetical order:

“First Amendment” means the Consent and First Amendment to Credit Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent and Collateral Agent.

“First Amendment Effective Date” means November 10, 2022.

“MSSP Agent” shall mean CAJ Lending LLC, in its capacity as administrative agent and collateral agent under the Sparta MSSP Credit Agreement.

“Sparta MSSP Credit Agreement” shall have the meaning assigned to such term in the First Amendment.

“Sparta MSSP Subordination Agreement” shall have the meaning assigned to such term in Section 6.01(q).”

(b) A new Section 5.20 is hereby added to the Existing Credit Agreement as set forth below:

“5.20 Cash Management. The cash maintained in the Specified MSSP Deposit Account (as defined in the Sparta MSSP Credit Agreement as in effect on the First Amendment Effective Date) shall be limited solely to the proceeds of the Medicare Shared Savings Receivables (as defined in the Sparta MSSP Credit Agreement as in effect on the First Amendment Effective Date).”

(c) Section 6.01(q) of the Existing Credit Agreement is hereby amended by amending and restating in its entirety:

“(q) Indebtedness consisting of an asset based facility in an aggregate principal amount equal to the amount of Sparta Medicare Shared Savings Program Receivables; provided, that (i) such Indebtedness is in an aggregate principal amount not to exceed $36,000,000, (ii) the documentation for such Indebtedness does not provide for a cross default to this Agreement and is otherwise in a form satisfactory to the Required Lenders (it being understood and agreed that the Sparta MSSP Credit Agreement as in effect on the First Amendment Effective Date shall be deemed to be satisfactory to the Required Lenders), (iii) such Indebtedness is secured solely by the Sparta Medicare Shared Savings Program Receivables and the collateral described in the Collateral Assignment (as defined in the Sparta MSSP Credit Agreement as in effect on the First Amendment Effective Date) and (iv) such Indebtedness is not recourse to any other Loan Parties (provided that Merger LLC I, Merger LLC II, Merger Sub I, Merger Sub II, SACN and SNCN may each provide an unsecured guarantee of such Indebtedness so long as such guarantee is subject to an intercreditor and subordination agreement reasonably acceptable to the Agent and the Lenders (such agreement, the “Sparta MSSP Subordination Agreement”) (it being understood and agreed that the Sparta MSSP Subordination Agreement executed and delivered by the Agent and the MSSP Agent as in effect on the First Amendment Effective Date shall be deemed reasonably acceptable to the Agent and the Lenders);”

(d) A new Section 6.08(g) is hereby added to the Existing Credit Agreement as set forth below:

“(g) the Sparta MSSP Credit Agreement and all related transactions thereof.”

(e) A new Section 6.09(a)(iv) is hereby added to the Existing Credit Agreement as set forth below:

“(iv) payments required by the Sparta MSSP Credit Agreement and the related Loan Documents (as defined in the Sparta MSSP Credit Agreement and in effect on the First Amendment Effective Date) and all related transactions thereof, in each case to the extent permitted by the Sparta MSSP Subordination Agreement.”

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(f) Section 6.09(b) of the Existing Credit Agreement is hereby amended by amending and restating in its entirety:

“(b) waive, amend, modify, terminate or release any of the documents governing any Junior Indebtedness (including, without limitation, the Sparta MSSP Credit Agreement and any Convertible Indebtedness) with an aggregate principal amount in excess of $1,000,000 to the extent that any such waiver, amendment, modification, termination or release would taken as a whole, be adverse to the Lenders in any material respect or prohibited by any applicable intercreditor agreement or subordination agreement; or”

(g) A new Section 8.01(o) is hereby added to the Existing Credit Agreement as set forth below:

“(o) The subordination provisions of the Sparta MSSP Subordination Agreement shall for any reason be revoked or invalidated, or otherwise shall not be in full force and effect, or any Loan Party shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligations thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or such subordination provisions.”

SECTION 2. Consent to Subordination Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Administrative Agent and the Existing Lenders hereby consent to the Administrative Agent entering into that certain Subordination Agreement to be dated on or around the date hereof by and between Jefferies Finance LLC and the MSSP Agent (the “Subordination Agreement”), the final executed copy of which shall be attached to this Agreement as Exhibit A.

SECTION 3. Conditions to Effectiveness. This Agreement shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied in accordance with the terms herein:

(a) this Agreement shall have been executed and delivered by the Borrower, the Subsidiary Guarantors, the Administrative Agent and Lenders constituting the Required Lenders;

(b) the Subordination Agreement shall have been executed and delivered by the Administrative Agent and the MSSP Agent;

(c) the representations and warranties set forth in Section 4 of this Agreement shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(d) the Administrative Agent shall have received a certificate from an officer of the Borrower certifying that the Sparta MSSP Credit Agreement and related transactions giving rise thereto are permitted under Section 6.01(q) immediately after giving effect to this Agreement;

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(e) the Borrower shall pay to the Agent for the account of each of the Lenders, an amendment fee in an amount equal to 0.25% of the stated principal amount of the sum of such Lender’s Initial Term Loans and Delayed Draw Term Commitments on the First Amendment Effective Date; and

(f) the Administrative Agent, the Lead Manager and the Lenders shall have received all other fees and amounts due and payable on or prior to the First Amendment Effective Date in accordance with the Credit Agreement, including, to the extent invoiced on the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Agreement pursuant to Section 11.03 of the Credit Agreement.

SECTION 4. Representations and Warranties. To induce the Administrative Agent and Lenders party hereto to enter into this Agreement, each Loan Party hereby represents and warrants that:

(a) The execution, delivery and performance of this Agreement by each Company (i) are within such Company’s corporate or other power, (ii) have been duly authorized by all necessary corporate or other organizational action required to be taken by such Company and (iii) do not and will not (x) contravene the terms of any Company’s Organizational Documents, (y) conflict with or result in any breach or contravention of, or the creation of any Lien (other than under the Loan Documents and Permitted Liens) under (A) any Contractual Obligation to which such Company is a party or affecting such Company or by which any of its property is or may be bound or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (z) violate any provision of law, statute, rule or regulation, except with respect to clause (iii) (other than with respect to the creation of Liens) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) This Agreement has been duly executed and delivered by the Loan Parties.

(c) This Agreement constitutes a legal, valid and binding obligation of each Company, enforceable against each such Person in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) No Default or Event of Default has occurred or is continuing or would exist, in each case, after giving effect to this Agreement.

(e) After giving effect to this Agreement, the representations and warranties of the Borrower, and each of the other Loan Parties contained in the Credit Agreement and each other Loan Document are true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

SECTION 5. Expenses. The Borrower, on behalf of itself and each of the other Loan Parties, hereby reconfirms the respective obligations of the Loan Parties pursuant to Section 11.03 of the Credit Agreement to pay all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Lead Manager in connection with this Agreement, subject to any limitations as provided in Section 11.03 of the Credit Agreement.

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SECTION 6. No Other Amendments or Waivers; Reaffirmation of the Loan Parties.

(a) Except as expressly provided herein (i) the Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms, (ii) the consents and agreements of the Administrative Agent and Lenders set forth herein shall be limited strictly as written and shall not constitute a consent or agreement to any transaction not specifically described in connection with any such consent and/or agreement, and (iii) this Agreement shall not be deemed a waiver of any term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which Administrative Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

(b) This Agreement shall constitute a Loan Document.

(c) The Borrower, on behalf of itself and each other Loan Party, hereby confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which any Loan Party is a party is, and the obligations of each Loan Party contained in the Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as modified by this Agreement. For greater certainty and without limiting the foregoing, the Borrower, on behalf of itself and each other Loan Party, hereby confirms that the existing security interests granted by the Loan Parties in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the Obligations as and to the extent provided in the Loan Documents.

SECTION 7. No Reliance, Etc. For the avoidance of doubt, and without limitation of any other provisions of the Credit Agreement or the other Loan Documents, Jefferies Finance LLC, in its capacity as Administrative Agent, shall be entitled to the benefits of Article X and Sections 11.03 and 11.16 of the Credit Agreement as if such provisions were set forth in full herein mutatis mutandis.

SECTION 8. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 11.02 of the Credit Agreement.

SECTION 9. Integration; Effect of Modifications. This Agreement, together with the Credit Agreement and the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as modified hereby and that this Agreement is a Loan Document.

SECTION 10. GOVERNING LAW; JURISDICTION, SERVICE OF PROCESS; WAIVER OF RIGHT TO TRIAL BY JURY. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 11.09 AND 11.10 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.

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SECTION 11. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 12. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same contract, and shall become effective as provided herein. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed counterpart to this Agreement by facsimile or other electronic transmission (e.g., “PDF” or “TIFF”) shall be as effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement, in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

CAREMAX, INC., as Borrower
By	/s/ Carlos de Solo
	Name: Carlos de Solo
	Title: Chief Executive Officer
CAREMAX, INC.
CAREMAX MEDICAL GROUP, L.L.C.
CAREMAX MEDICAL CENTER OF BROWARD, L.L.C.
CAREMAX MEDICAL CENTER OF HIALEAH, L.L.C.
CAREMAX MEDICAL CENTER OF HOMESTEAD, L.L.C.
CAREMAX OF MIAMI, L.L.C.
CAREMAX MEDICAL CENTER OF NORTH MIAMI, L.L.C.
CAREMAX MEDICAL CENTER OF PEMBROKE PINES, L.L.C.
CAREMAX MEDICAL CENTER OF CORAL WAY, L.L.C.
CAREMAX MEDICAL CENTER OF TAMARAC, L.L.C.
CAREMAX MEDICAL CENTER OF WESTCHESTER, L.L.C.
Each as a Subsidiary Guarantor
By	/s/ Carlos de Solo
	Name: Carlos de Solo
	Title: Chief Executive Officer

[Signature Pages to First Amendment to Credit Agreement]

CAREMED PHARMACY LLC
CAREMAX IPA, LLC
IMC MEDICAL GROUP HOLDINGS, LLC
INTERAMERICAN MEDICAL CENTER GROUP, LLC
PHYSICIAN SERVICE ORGANIZATION, LLC
SUNSET HOLDING, LLC
SUNSET CARDIOLOGY, LLC
PRIMARY PROVIDER, INC.
Each as a Subsidiary Guarantor
By	/s/ Carlos de Solo
	Name: Carlos de Solo
	Title: Chief Executive Officer

[Signature Pages to First Amendment to Credit Agreement]

JEFFERIES FINANCE LLC,
as Administrative Agent and Collateral Agent
By	/s/ Peter Cucchiara
	Name: Peter Cucchiara
	Title: Senior Vice President

[Signature Pages to First Amendment to Credit Agreement]

TENNENBAUM SENIOR LOAN FUND II, LP
TENNENBAUM SENIOR LOAN FUND V, LLC
TCP DIRECT LENDING FUND VIII-A, LLC
TCP DIRECT LENDING FUND VIII-S, LLC
TCP DIRECT LENDING FUND VIII-T, LLC
PHILADELPHIA INDEMNITY INSURANCE COMPANY
RELIANCE STANDARD LIFE INSURANCE COMPANY
SAFETY NATIONAL CASUALTY CORPORATION
U.S. SPECIALTY INSURANCE COMPANY
BUILD PRIVATE CREDIT, L.P.
On behalf of each of the above entities:
By: TENNENBAUM CAPITAL PARTNERS, LLC
Its: Investment Manager
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director
BLACKROCK MT. HOOD CLO X, LLC
By:	Blackrock Capital Investment Advisors, LLC,
	Its Collateral Manager, acting as agent and attorney-in-fact
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director
BLACKROCK SHASTA SENIOR LOAN FUND VII, LLC
BLACKROCK DLF IX 2019 CLO, LLC
BLACKROCK DLF IX 2020-1 CLO, LLC
BLACKROCK DLF IX CLO 2021-1, LLC
BLACKROCK DLF IX CLO 2021-2, LLC
By:	BlackRock Capital Investment Advisors, LLC
Its: Collateral Manager
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director

[Signature Page to First Amendment to Credit Agreement]

BLACKROCK MAROON BELLS CLO XI, LLC
By: BlackRock Capital Investment Advisors, LLC,
Its: Investment Manager
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director
BLACKROCK DLF IX ICAV,
an umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund
BLACKROCK DIRECT LENDING FUND IX-U (IRELAND)
By: Blackrock Capital Investment Advisors, LLC
Its: Investment Manager acting as attorney-in-fact
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director
BLACKROCK DLF IX ICAV,
an umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund
BLACKROCK DIRECT LENDING FUND IX-L (IRELAND)
By: Blackrock Capital Investment Advisors, LLC
Its: Investment Manager acting as attorney-in-fact
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director

BLACKROCK LISI CREDIT FUND, LP
By: BlackRock Capital Investment Advisors, LLC,
Its: Sub-Advisor
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director
BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP
By: BlackRock Capital Investment Advisors, LLC,
Its: Sub-Investment Manager
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director
BLACKROCK DIRECT LENDING FUND IX-U (LUXEMBOURG) SCSP
BLACKROCK RAINIER CLO VI, LTD
TCP WHITNEY CLO, LTD
BLACKROCK ELBERT CLO V, LLC
BLACKROCK BAKER CLO 2021-1 LTD
By: BlackRock Capital Investment Advisors, LLC,
Its: Manager
	By:	/s/ Rajneesh Vig
	Name: Rajneesh Vig
	Title: Managing Director

[Signature Page to First Amendment to Credit Agreement]

ASG 2022 Offshore Holdings II, LP
By: BlackRock Financial, Management, Inc.
Its: manager
By:	/s/ Pam Chan
Name: Pam Chan
Title: Managing Director

[Signature Page to First Amendment to Credit Agreement]

AMERICAN LIFE & SECURITY CORP., for and on behalf of the ALSC CL Re 1 FW account
as a Consenting Lender
By: Crestline Management, L.P., its investment manager
By: Crestline Investors, Inc., its general partner
By:	/s/ Keith Williams
Name: Keith Williams
Title: Managing Director
AMERICAN NATIONAL INSURANCE
COMPANY
as a Consenting Lender
By: Crestline Management, L.P., its investment manager
By: Crestline Investors, Inc., its general partner
By:	/s/ Keith Williams
Name: Keith Williams
Title: Managing Director
CRESTLINE EAGLE CREEK, L.P. (OF)
as a Consenting Lender
By: Crestline Management, L.P., its investment manager
By: Crestline Investors, Inc., its general partner
By:	/s/ Keith Williams
Name: Keith Williams
Title: Managing Director

[Signature Page to First Amendment to Credit Agreement]

CRESTLINE LION FUND MINI-MASTER,
L.P.
as a Consenting Lender
By: Crestline Management, L.P., its investment manager
By: Crestline Investors, Inc., its general partner
By:	/s/ Keith Williams
Name: Keith Williams
Title: Managing Director
CRESTLINE OPPORTUNISTIC CREDIT IA
FUND, L.P. (OF)
as a Consenting Lender
By: Crestline Management, L.P., its investment manager
By: Crestline Investors, Inc., its general partner
By:	/s/ Keith Williams
Name: Keith Williams
Title: Managing Director
CRESTLINE SPECIALTY LENDING III,
L.P.,
as a Consenting Lender
By: Crestline Management, L.P., its investment manager
By: Crestline Investors, Inc., its general partner
By:	/s/ Keith Williams
Name: Keith Williams
Title: Managing Director

[Signature Page to First Amendment to Credit Agreement]

EXHIBIT A

Subordination Agreement

[See attached.]

Execution Version

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (this “Agreement”), is entered into as of November 10 , 2022, (the “Effective Date”), by and between JEFFERIES FINANCE LLC (“Senior Agent”) and DEERFIELD PARTNERS, L.P. (“Subordinated Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in Section 1(a) below.

RECITALS

A. WHEREAS, CareMax, Inc., a Delaware corporation (“Borrower”), is indebted to Senior Creditor pursuant to that certain Credit Agreement dated as of May 10, 2022, (as may be amended, modified, restated, extended or supplemented from time to time, the “Senior Creditor Agreement”), by and between Borrower, the Guarantors (as defined therein) party thereto, from time to time, including the AR Borrower (as defined below), the Lenders (as defined therein), party thereto from time to time and Senior Agent. The funds advanced to or owed by Borrower under the Senior Creditor Agreement shall be referred to collectively herein as the “Senior Loans.” To secure the Senior Loans, the Loan Parties (as defined in the Senior Creditor Agreement) (including the AR Borrower) have granted (or in the future may grant) to Senior Creditor a security interest in all of their personal property assets.

B. WHEREAS, Sparta Merger Sub I, LLC, Sparta Merger Sub II LLC, Sparta Merger Sub I Inc., Sparta Merger Sub II Inc., Steward Accountable Care Network, LLC and Steward National Care Network, LLC, (collectively, and together with any permitted successors and assigns the “AR Borrower”) have entered into that certain Loan and Security Agreement, dated on or about the date hereof (the “AR Creditor Agreement”), between the AR Borrower and Subordinated Agent.

C. WHEREAS, pursuant to the terms of the AR Creditor Agreement, each AR Borrower has provided a cross-guaranty in favor of the Subordinated Creditor pursuant to which each AR Borrower jointly and severally guarantees, as primary obligors and not merely as sureties to the Subordinated Creditor, the prompt payment and performance in full when due of the “Obligations” (as defined in the AR Creditor Agreement) from time to time owing to the Subordinated Creditor by the AR Borrower.

D. NOW THEREFORE, Subordinated Creditor and AR Borrower desire to obtain Senior Creditor’s consent to the Subordinated Guaranty Documents (as defined below), and Subordinated Creditor and Senior Creditor desire to agree to and to set forth their respective rights, priorities and interests governing their respective relationships with the AR Borrower, the AR Collateral and the Subordinated Guaranty Documents with respect to the Senior Loan Documents at all times on and after the Effective Date.

AGREEMENT

NOW, THEREFORE, in consideration of AR Borrower’s and Subordinated Creditor’s entering into the AR Creditor Agreement and the other Subordinated Guaranty Documents, Subordinated Agent, on behalf of itself and the other Subordinated Creditors, and Senior Agent, on behalf of itself and the other Senior Creditors, hereby agree as follows:

1. DEFINITIONS; EFFECTIVENESS

(a) DEFINITIONS. As used herein, the following terms shall have the following meanings:

1.

“AR Collateral” means, collectively, (a) the “Collateral” as defined in the AR Creditor Agreement as in effect on the date hereof and any proceeds thereof and (b) the “Medicare AR Reconciliation Payment”, as defined in the Collateral Assignment, as in effect on the date hereof, and the proceeds thereof.

“Collateral Assignment” has the meaning assigned to such term in the AR Creditor Agreement. “Permitted Payments” has the meaning assigned to such term in Section 8.

“Senior Creditor” means, collectively, the Senior Agent and the Secured Parties (as defined in the Senior Creditor Agreement).

“Senior Debt” means any and all indebtedness and obligations for borrowed money (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) at any time owing by Borrower and the Loan Parties (as defined in the Senior Creditor Agreement) to Senior Creditor under the Senior Loan Documents (including, without limitation, the Obligations (as defined in the Senior Creditor Agreement)) and all other credit relationships with Senior Creditor including but not limited to such amounts as may accrue or be incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership, or reorganization case by or against Borrower or any Loan Party (as defined in the Senior Creditor Agreement), and any other credit extensions or agreements between Borrower or any Loan Party (as defined in the Senior Creditor Agreement) and Senior Creditor, including, but not limited to, letters of credit, interest rate swap arrangements, foreign exchange services, cash management services, credit cards, overdrafts, etc.

“Senior Loan Documents” means the Senior Creditor Agreement and any other agreement, security agreement, document, promissory note, UCC financing statement, or instrument executed by Borrower in favor of Senior Creditor, as the same may from time to time be amended, modified, restated, extended or supplemented.

“Subordinated Creditor” means, collectively, the Subordinated Agent and the Lenders (as defined in the AR Creditor Agreement).

“Subordinated Guaranty Documents” means the AR Creditor Agreement and any other agreement, document, promissory note, financing statement, or instrument executed by the AR Borrower or the AR Borrower in favor of Subordinated Creditor pursuant to or in connection with the Subordinated Guaranty, as the same may from time to time be amended, modified, supplemented, extended, renewed, restated or replaced.

“Subordinated Obligations” means any and all indebtedness and obligations for borrowed money (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) at any time owing by any AR Borrower to Subordinated Creditor under the Subordinated Guaranty Documents (including, without limitation, the Obligations (as defined in the AR Creditor Agreement) and the obligations under the AR Guaranty), including but not limited to such amounts as may accrue or be incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership, or reorganization case by or against any AR Borrower.

Unless otherwise specified, all references in this Agreement to a “Section” shall refer to the corresponding Section in or to this Agreement. The capitalized term “Collateral” as used in this Agreement has the meaning ascribed to such term in the Senior Creditor Agreement.

2.

2. SUBORDINATION

(a) On the terms and conditions set forth below, Subordinated Creditor’s right to payment and performance of the Subordinated Obligations is hereby subordinated to Senior Creditor’s right to full payment and performance of the Senior Debt. Subject to and except as set forth in Section 8, Subordinated Creditor shall not ask, demand, sue for, take or receive from any AR Borrower, by setoff or in any other manner, the whole or any part of any monies which may now or hereafter be owing by any AR Borrower to Subordinated Creditor, or be owing by any other person to Subordinated Creditor under a guaranty or similar instrument on account of the Subordinated Obligations, nor any collateral security for any of the foregoing (other than the AR Collateral), unless and until the Senior Debt shall have been fully paid in cash and all commitments to extend credit under the Senior Creditor Agreement shall have been terminated (the temporary reduction of outstanding obligations, liabilities and indebtedness of Borrower to Senior Creditor not being deemed to constitute full payment or satisfaction thereof).

(b) Subordinated Creditor shall not create, maintain or perfect any security interest in or lien on any property of AR Borrower other than the security interests and liens granted in favor of Subordinated Creditor in the AR Collateral. If, notwithstanding the foregoing, any lien shall be created or shall arise (including, without limitation, the security interests granted in favor of Subordinated Creditor pursuant to the Subordinated Guaranty Documents), whether by operation of law or otherwise, and may from time to time exist in favor of Subordinated Creditor in or on any property of AR Borrower to secure all or any portion of the Subordinated Obligations (other than the AR Collateral), then any liens granted by AR Borrower in favor of Senior Creditor to secure the Senior Debt shall in all respects be first and senior liens, superior to any liens in favor of Subordinated Creditor securing the Subordinated Obligations notwithstanding (i) the date, manner or order of perfection of the security interests and liens granted in favor of Senior Creditor, (ii) the provisions of the UCC or any other applicable laws or decisions, (iii) the provisions of any contract in effect between Senior Creditor, on the one hand, and AR Borrower or any affiliate thereof, on the other, and (iv) whether Senior Creditor or any agent or bailee thereof holds possession of any part or all of the Collateral. In the event Subordinated Creditor has or obtains possession of any such property or forecloses upon or enforces its lien upon any such property (other than the AR Collateral), whether by judicial action or otherwise, then all such property shall be immediately delivered in kind to Senior Agent or, if not deliverable in kind, all cash or non-cash proceeds and profits of such property shall be held in trust for the benefit of Senior Creditor and paid over to Senior Creditor, without any deduction or offset, unless and until all of the Senior Debt shall have been paid in cash in full and all commitments to extend credit under the Senior Creditor Agreement shall have been terminated.

(c) The subordination contained in this Agreement is intended to define the rights and duties of Subordinated Creditor and Senior Creditor; it is not intended that any third party (including any bankruptcy trustee, receiver, or debtor-in-possession) shall benefit from it. If the effect of the subordination contained in this Agreement would be to give any third party a priority status to which that party would not otherwise be entitled, then that provision shall, to the extent necessary to avoid that priority, be given no effect and the rights and priorities of Senior Creditor and Subordinated Creditor shall be determined in accordance with applicable law and this Agreement.

(d) In the event of the occurrence of an Insolvency Event (as hereinafter defined), (i) this Agreement shall remain in full force and effect in accordance with Section 510(a) of the United States Bankruptcy Code, and (ii) the Collateral and AR Collateral, respectively, shall include, without limitation, all Collateral and all AR Collateral, respectively, arising during or after any such Insolvency Event.

(e) The failure of AR Borrower to make any payment with respect to the Subordinated Guaranty Documents by reason of the operation of Section 2(a) above shall not be construed as preventing the occurrence of a default under the applicable Subordinated Guaranty Documents, or the imposition and accrual of any default rate of interest under the Subordinated Guaranty Documents as in effect on the date hereof or as amended as permitted hereunder.

3.

3. LIEN PRIORITY

(a) Relative Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection of any liens securing the Subordinated Obligations granted on the AR Collateral or of any liens securing Senior Obligations granted on the AR Collateral and notwithstanding any provision of the UCC, any applicable law or the Senior Loan Documents, the Senior Agent, on behalf of itself and the other Senior Creditors, hereby agrees that: (a) any lien on the AR Collateral securing any Senior Debt now or hereafter held by or on behalf of the Senior Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinated in all respects and prior to any lien on the AR Collateral securing any of the Obligations (as defined in the AR Creditor Agreement) and (b) any lien on the AR Collateral now or hereafter held by or on behalf of the Subordinated Agent, any Subordinated Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all liens on the AR Collateral securing any Senior Debt.

(b) Failure To Perfect. All liens on the AR Collateral securing any Subordinated Obligations shall be and remain senior in all respects and prior to all liens on the AR Collateral securing any Senior Debt for all purposes, notwithstanding any failure of the Subordinated Agent or any Subordinated Creditor to adequately perfect its or their security interests in the AR Collateral or the avoidance, invalidation or lapse of any lien on the AR Collateral securing any Subordinated Obligations.

(c) Prohibition on Contesting Liens. The Senior Agent, for itself and on behalf of each other Senior Creditor, and the Subordinated Agent, for itself and on behalf of each other Subordinated Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other person in contesting, in any proceeding (including any Insolvency Event), the priority, validity or enforceability of a lien held by or on behalf of Subordinated Creditor in the AR Collateral or by or on behalf of Senior Creditor in either the Collateral or the AR Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of Senior Creditor or Subordinated Creditor to enforce this Agreement.

(d) In the event Senior Creditor receives any payment or distribution of any kind or character, whether in cash, properties or securities, with respect to the AR Collateral, or has or obtains possession of any AR Collateral or forecloses upon or enforces its lien upon any such property, whether by judicial action or otherwise, then all such property shall be immediately delivered in kind to Subordinated Agent or, if not deliverable in kind, all cash or non-cash proceeds and profits of such property shall be held in trust for the benefit of Subordinated Creditor and paid over to Subordinated Creditor, without any deduction or offset.

4. ENFORCEMENT RIGHTS

Notwithstanding anything to the contrary contained in Section 2, Subordinated Creditor shall not have rights to accelerate the maturity of the Subordinated Obligations, enforce any claim (including any default remedy) with respect to the Subordinated Obligations, or otherwise to take any action against AR Borrower or AR Borrower’s property with respect to the Subordinated Obligations until the Senior Debt shall have been paid in cash in full; provided, however, (i) Subordinated Creditor may enforce remedies against the AR Collateral and (ii) Subordinated Creditor may file claims upon the occurrence of an Insolvency Event (as defined in Section 6 below) pursuant to the terms of Section 6(b), until the Subordinated Obligations are paid in full

4.

5. ASSIGNMENT OF SUBORDINATED GUARANTY

Subordinated Creditor hereby covenants to Senior Creditor that prior to the termination of this Agreement in accordance with Section 10, the entire Subordinated Obligations created in favor of Subordinated Creditor shall continue to be owing only to Subordinated Creditor unless assigned pursuant to an assignment made expressly subject to this Agreement.

6. SENIOR CREDITOR’S PRIORITY

In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the other Loan Parties (as defined in the Senior Creditor Agreement) or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt, or the application of the property of Borrower or any Loan Party to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of the Loan Party’s business, or upon the sale of all or any substantial part of the Loan Party’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash in full of the Senior Debt before Subordinated Creditor (other than with respect to Permitted Payments, for which Subordinated Creditor shall be entitled to receive payment in cash in full before Senior Creditor) shall be entitled to receive any payment on account of the Subordinated Obligations, and to that end and in furtherance thereof:

(a) All payments and distributions of any kind or character (other than Permitted Payments), whether in cash, property, or securities, in respect of the Subordinated Obligations to which Subordinated Creditor would be entitled if the Subordinated Obligations were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt;

(b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding; and

(c) Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Obligations (other than Permitted Payments) before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash in full.

7. GRANT OF AUTHORITY; AGREEMENTS OF SUBORDINATED CREDITOR

In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion, as follows:

(a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation, (i) to demand, sue for, collect and receive every payment or distribution referred to in Section 6, and give acquittance therefor and (ii) (if Subordinated Creditor has failed to file claims or proofs of claim

5.

on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (iii) to take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Agent such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to the Subordinated Obligations as such enforcement is contemplated herein.

(b) To the extent that payments or distributions on account of the Subordinated Obligations are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor, to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full payment in cash of the Senior Debt, Senior Creditor shall remit to Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

In addition to and without limiting the foregoing until the Senior Debt has been fully paid in cash and Senior Creditor’s agreements to lend any funds to Borrower have been terminated, Subordinated Creditor shall not commence or join in any involuntary bankruptcy petition or similar judicial proceeding against AR Borrower.

8. PAYMENTS RECEIVED BY SUBORDINATED CREDITOR

Notwithstanding anything to the contrary contained in Section 2 and Section 6, AR Borrower or the Borrower shall be permitted to make, and Subordinated Creditor shall be permitted to ask, demand, sue for, take or receive from Borrower, by setoff or in any other manner, the following permitted payments (“Permitted Payments”): (i) any payments received by AR Borrower from the United States Department of Health and Human Services for the Medicare Shared Savings Receivables (as such term is defined in the AR Creditor Agreement as in effect on the date hereof), (ii) any payments received by AR Borrower or the Borrower, constituting a Medicare AR Reconciliation Payment (as defined in the Collateral Assignment) or otherwise pursuant to the Collateral Assignment, (iii) any proceeds from the foreclosure by Subordinated Creditor on the AR Collateral in accordance with the Subordinated Guaranty Documents, (iv) any interest under the AR Creditor Agreement solely to the extent paid on the Closing Date (as defined in the AR Creditor Agreement as in effect on the date hereof) and (v) the Facility Fee, Administrative Fee and Lender Expenses (in each case, as defined in the AR Creditor Agreement as in effect on the date hereof) payable to the Subordinated Creditor pursuant to the terms of the AR Creditor Agreement solely to the extent paid on the Closing Date (as defined in the AR Creditor Agreement as in effect on the date hereof).

9. FURTHER ASSURANCES; COOPERATION

Subject to Section 16(b), Subordinated Creditor agrees to cooperate with Senior Creditor and to take all actions that Senior Creditor may reasonably require to enable Senior Creditor to realize the full benefits of this Agreement.

6.

10. TERMINATION OR AMENDMENT OF AGREEMENT

This Agreement shall be effective upon its execution by each of Senior Agent and Subordinated Agent. After the Effective Date, this Agreement shall remain in effect and cannot be revoked or amended by Subordinated Creditor, except with the prior written consent of Senior Creditor. Senior Creditor and Subordinated Creditor agree that no amendment hereto shall be binding upon AR Borrower unless AR Borrower shall have received notice of such amendment. Subject to Section 14, this Agreement shall terminate upon the date on which both (a) the Senior Debt shall have been paid in cash in full, and (b) the Senior Loan Documents shall have been terminated.

11. ADDITIONAL AGREEMENTS FOR SENIOR CREDITOR

Senior Creditor may administer and manage its credit and other relationships with Borrower and AR Borrower in its own best interest, without notice to or consent of Subordinated Creditor. At any time and from time to time, Senior Creditor may enter into any amendment or agreement with Borrower or AR Borrower as Senior Creditor may deem proper, extending the time of payment of or otherwise altering the terms of all or any of the obligations constituting Senior Debt or affecting the collateral security for, supporting or underlying any or all of the Senior Debt, and may exchange, sell, release, surrender or otherwise deal with any such collateral without in any way thereby impairing or affecting this Agreement, and all such additional agreements and amendments shall be Senior Loan Documents evidencing the Senior Debt; provided, that neither this Section 11 nor any provision of such agreements shall affect the limitations contained in the definitions of Senior Creditor or Senior Debt.

12. SUBROGATION

If cash or other property otherwise payable or deliverable to Subordinated Creditor or on account of the Subordinated Obligations shall have been applied pursuant to this Agreement to the payment of the Senior Debt, and if the Senior Debt shall have been paid in cash in full and all commitments to extend credit under the Senior Creditor Agreement shall have been terminated, then Subordinated Creditor shall be subrogated to any rights of Senior Creditor to receive further payments or distributions applicable to the Senior Debt until the Subordinated Obligations shall have been fully paid. No such payments or distributions received by Subordinated Creditor by reason of such subrogation shall, as between AR Borrower and its creditor other than Senior Creditor, on the one hand, and Subordinated Creditor, on the other hand, be deemed to be a payment by AR Borrower on account of the Subordinated Obligations owed to Subordinated Creditor.

13. SUBORDINATED CREDITOR’S WAIVERS AND COVENANTS

(a) Without limiting the generality of any other waiver made by Subordinated Creditor in this Agreement, Subordinated Creditor hereby expressly waives (i) reliance by Senior Creditor upon the subordination and other agreements herein provided, and (ii) any claim that Subordinated Creditor may now or hereafter have against Senior Creditor arising out of any and all actions that Senior Creditor, in good faith, takes or omits to take (A) with respect to the creation, perfection or continuation of liens in or on any collateral security for the Senior Debt, (B) with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the collateral security for the Senior Debt, (C) with respect to the collection of any claim for all or any part of the Senior Debt from any account debtor, guarantor or any other third party and (D) with respect to the valuation, use, protection or release of any collateral security for the Senior Debt.

(b) Without limiting the generality of any other covenant or agreement made by Subordinated Creditor in this Agreement, Subordinated Creditor hereby covenants and agrees that (i) Senior Creditor has not made any warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Senior Creditor Agreement or any of the other Senior Loan Documents, or the collectibility of the Senior Debt; (ii) Subordinated Creditor will not interfere with or in any manner oppose a disposition of any collateral security for the Senior Debt by Senior Creditor; (iii) Subordinated Creditor shall not contest, challenge or dispute the validity, attachment, perfection, priority

7.

or enforceability of Senior Creditor’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt; and (iv) Subordinated Creditor shall give Senior Agent prompt written notice of the occurrence of any default or event of default under the Subordinated Guaranty Documents, and shall, simultaneously with giving any notice of default to AR Borrower, provide Senior Agent with a copy of any notice of default given to AR Borrower. Subordinated Creditor acknowledges and agrees that any default or event of default under the Subordinated Guaranty Documents shall be deemed to be a default and an event of default under the Senior Loan Documents.

14. REINSTATEMENT OF SENIOR DEBT

To the extent that Senior Creditor receives payments on or proceeds of any collateral security for the Senior Debt, which payments or proceeds are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payments or proceeds invalidated, declared to be fraudulent or preferential, set aside or required to be repaid, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by Senior Creditor.

15. NO WAIVERS

Senior Creditor shall not be prejudiced in its rights under this Agreement by any act or failure to act of AR Borrower or Subordinated Creditor or any noncompliance of AR Borrower or Subordinated Creditor with any agreement or obligation, regardless of any knowledge thereof which Senior Creditor may have, or with which Senior Creditor may be charged; no action permitted hereunder that has been taken by Senior Creditor shall in any way affect or impair the rights or remedies of Senior Creditor in the exercise of any other right or remedy or shall operate as a waiver thereof; no single or partial exercise by Senior Creditor of any right or remedy shall preclude any other or further exercise thereof; and no modification or waiver of any of the provisions of this Agreement shall be binding upon Senior Creditor, in each case except as expressly set forth in a writing duly signed and delivered by Senior Creditor.

16. INFORMATION CONCERNING AR BORROWER; CREDIT ADMINISTRATION

(a) Subordinated Creditor hereby assumes responsibility for keeping itself informed of the financial condition of AR Borrower, any and all endorsers and any and all guarantors of the Senior Debt and of all other circumstances bearing upon the risk of nonpayment of the Senior Debt or the Subordinated Obligations that diligent inquiry would reveal, and Subordinated Creditor hereby agrees that Senior Creditor shall not have any duty to advise Subordinated Creditor of information known to Senior Creditor regarding such condition.

(b) Subject to Sections 2(b), 7 and 8, Subordinated Creditor may (i) administer and manage its credit and other relationships with AR Borrower in its own best interest, and (ii) amend or extend its agreements with AR Borrower or enter into additional agreements with AR Borrower, all without the consent of Senior Creditor; provided that (i) Subordinated Creditor provide notice to Senior Creditor of any amendments to the Subordinated Guaranty Documents, (ii) the Subordinated Guaranty Documents shall not be amended in a manner adverse to the Senior Creditor and (iii) neither this Section 16(b) nor any amendments or additional agreements referred to therein shall impair or affect the subordination of Subordinated Obligations or change the definition of Subordinated Obligations, Subordinated Creditor, Senior Debt or Senior Creditor.

8.

17. NOTICES

Except as otherwise provided herein, all notices and service of process required, contemplated, or permitted hereunder or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given or delivered upon the earlier of: (a) the first business day after transmission by facsimile or hand delivery or deposit with an overnight express service or overnight mail delivery service; or (b) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, and shall be addressed to the party to be notified as follows:

If to Senior Creditor:	Jefferies Finance LLC
	520 Madison Avenue
	New York, NY 10022
	Attn: Account Manager – CareMax
	Email: JFIN.Admin@Jefferies.com;
	JFIN.Notices@Jefferies.com
	with a copy (which shall not constitute notice) to:
	Paul Hastings LLP 200 Park Avenue
	New York, NY 10166
	Attn: Jordan Hook
	Email: jordanhook@paulhastings.com
If to Subordinated Creditor:	c/o Deerfield Partners, L.P.
	345 Park Avenue South, 12th Floor
	New York, NY 10010
	Attn: David J. Clark
	Email: dclark@deerfield.com
	with a copy (which shall not constitute notice) to:
	Katten Muchin Rosenman LLP 525 W. Monroe Street
	Chicago, Illinois 60661
	Attn: Mark D. Wood, Esq.
	Email: mark.wood@katten.com

18. SEVERABILITY

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

19. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to principles of conflict of laws that would cause the application of laws of any other jurisdiction.

9.

20. ASSIGNMENT

This Agreement shall be binding upon Subordinated Creditor and its respective successors and assigns, and shall inure to the benefit of and be enforceable by Senior Creditor and its successors and assigns.

21. [RESERVED]

21. WAIVER AND JUDICIAL REFERENCE

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBORDINATED CREDITOR AND SENIOR CREDITOR EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SENIOR LOAN DOCUMENTS, THE SUBORDINATED GUARANTY DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY, AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

22. COUNTERPARTS

This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. Each party hereto may execute this Agreement by electronic means and recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof.

[Signature page follows.]

10.

EX-99.1

Exhibit 99.1

                

CareMax, Inc. Completes Acquisition of Medicare Value-Based Care Business of Steward Health Care System

Significantly expands CareMax’s comprehensive and coordinated healthcare delivery system designed to reduce healthcare costs, improve overall health outcomes, and promote health equity for seniors

Miami, FL – November 11, 2022 - CareMax, Inc. (NASDAQ: CMAX; CMAXW) (“CareMax” or the “Company”), a leading technology-enabled provider of value-based care to seniors, today announced that it has completed its acquisition of the Medicare value-based care business of Steward Health Care System (“Steward”), establishing CareMax as one of the largest independent senior-focused value-based care platforms in the U.S. The Medicare value-based care business of Steward includes a Medicare Direct Contracting Entity (“DCE”) and two Medicare Shared Savings Program (“MSSP”) accountable care organizations (“ACOs”), one of which is one of the nation’s largest ACOs.

This transaction expands CareMax’s network to approximately 2,000 providers and over 200,000 senior value-based care patients in 10 states across 30 markets. CareMax now serves as the exclusive value-based management services organization (“MSO”) for Steward’s Medicare Advantage network. Steward’s network also includes an additional approximately 380,000 Medicare Advantage fee-for-service beneficiaries and approximately 480,000 traditional Medicare beneficiaries, for whom CareMax and Steward will look for opportunities to provide value-based services.

“The completion of the acquisition is transformative for CareMax and represents another significant step CareMax has taken to redefine healthcare for seniors across the U.S.,” said Carlos de Solo, Chief Executive Officer of CareMax. “Our hybrid model of a capital-light MSO combined with high-performing medical centers establishes our foundation for industry leadership as we expand value-based care across the country.”

Mr. de Solo continues, “This transaction is expected to be immediately accretive to revenue and Adjusted EBITDA. As integration planning has progressed, we are even more confident that this transaction is in the best interest of our patients, our company and our stockholders.”

Dr. Ralph de la Torre, Chief Executive Officer of Steward, commented, “CareMax and Steward believe in a future where primary and specialty care come together to redefine healthcare delivery and empower value-based success. Bringing together Steward’s rich history in value-based excellence dating back to 2010 and CareMax’s modernized approach to the value-based market and senior care in particular, we believe we are each well-positioned to define the next-generation of care delivery and the future of healthcare for seniors.”

Transaction Details

As previously announced, under the terms of the merger agreement, CareMax paid $25 million in cash and issued 23.5 million shares of CareMax’s Class A common stock to the equityholders of Steward at closing, subject to customary adjustments. In addition, CareMax paid approximately $36 million in cash to Steward to advance an MSSP receivable covering accounts receivable related to the pre-close period, which CareMax financed through an accounts receivable credit facility, the costs of which are being paid by Steward.

Steward will have the potential to receive additional shares of CareMax’s Class A common stock that, together with the original issuance of Class A common stock issued to Steward at the initial closing, would result in Steward’s equityholders owning a total of 41% of CareMax’s Class A common stock as of the initial closing, subject to certain adjustments, upon 100,000 Medicare lives from and/or attributable to Steward’s provider network participating in risk, value-based care

arrangements contracted through CareMax with a Medical Expense Ratio of less than 85% for two consecutive quarters. Equityholders of Steward also entered into an investor rights agreement that provides for certain limitations on voting of their shares of CareMax’s Class A common stock, among other governance matters.

Additional information regarding the closing of the transaction will be included in a Current Report on Form 8-K that CareMax intends to file with the U.S. Securities and Exchange Commission before market open on Monday, November 14, 2022.

Advisors

Goldman Sachs served as exclusive financial advisor to CareMax, and DLA Piper LLP (US) served as legal counsel to CareMax.

SVB Securities served as exclusive financial advisor to Steward, and Sidley Austin LLP served as legal counsel to Steward.

About CareMax

CareMax is a technology-enabled care platform providing value-based care and chronic disease management to seniors. CareMax operates medical centers that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools and workflows for physicians across the United States. Learn more at www.caremax.com.

About Steward Health Care System

Steward is among the nation’s largest and most successful accountable care organizations (ACO), with more than 6,800 providers and 43,000 health care professionals who care for 12.3 million patients a year through a closely integrated network of hospitals, multispecialty medical groups, urgent care centers, skilled nursing facilities and behavioral health centers.

Based in Dallas, Steward currently operates 39 hospitals across Arizona, Arkansas, Florida, Louisiana, Massachusetts, Ohio, Pennsylvania, Texas, and Utah.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth and strategy and future financial results. Words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the Company’s ability to integrate acquired businesses, including the ability to implement business plans, forecasts, and other expectations after the completion of the Steward transaction, the failure to realize anticipated benefits of the Steward transaction or to realize estimated pro forma results and underlying assumptions, the impact of COVID-19 or any variant thereof on the Company’s business and

results of operation; the availability of sites for de novo centers and the costs of opening such de novo centers; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to the Company’s services; the Company’s ability to continue its growth, including in new markets; changes in laws and regulations applicable to the Company’s business, in particular with respect to Medicare Advantage and Medicaid; the Company’s ability to maintain its relationships with health plans and other key payers; any delay, modification or cancellation of government contracts; the Company’s future capital requirements and sources and uses of cash, including funds to satisfy its liquidity needs and the Company’s ability to comply with the covenants under its credit agreement; the Company’s ability to recruit and retain qualified team members and independent physicians; and risks related to future acquisitions. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s reports filed with the SEC. All information provided in this press release is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law, and forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release.

CareMax Contacts:

Investor Relations    

Samantha Swerdlin

VP Investor Relations    

(847) 924-8980                 

samantha.swerdlin@caremax.com

Media

Christine Bucan

(305) 542-8855

christine@thinkbsg.com

Steward Contact:

Josephine ‘Josie’ Martin

(202) 257-4063

Josephine.martin@steward.org

XML

Document and Entity Information	Nov. 10, 2022
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001813914
Document Type	8-K
Document Period End Date	Nov. 10, 2022
Entity Registrant Name	CareMax, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39391
Entity Tax Identification Number	85-0992224
Entity Address, Address Line One	1000 NW 57 Court
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33126
City Area Code	(786)
Local Phone Number	360-4768
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Class B [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	CMAX
Security Exchange Name	NASDAQ
Class A Common Shares And Series A Warrants [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CMAXW
Security Exchange Name	NASDAQ