CANO Cano Health Inc

Exhibit 10.1

EXECUTION VERSION

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, and incorporating any exhibits, schedules or annexes attached hereto, this “Agreement”), dated as of February 4, 2024, is entered into by and among:

(i) Cano Health, Inc. (“CHI”), and each of its Debtor¹ subsidiaries (collectively, the “Company” and, each, a “Company Party”);

(ii) The undersigned holders, beneficial holders, investment advisors, sub-advisors, or managers of funds and/or accounts that are holders or beneficial holders, of:

Each of the Secured Lenders and Senior Noteholders party hereto (together with their respective successors and permitted assigns and any subsequent holder that becomes party hereto in accordance with the terms hereof) is referred to as a “Consenting Creditor.” The Company (including each Company Party), each Consenting Creditor, and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are collectively referred to herein as the “Parties” and individually as a “Party.”

When a reference is made in this Agreement to a Section or Exhibit, such reference shall be to a Section or Exhibit, respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words using the singular or plural also include the plural or singular, respectively, (b) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (c) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation,” (d) the word “or” shall not be exclusive and shall be read to mean “and/or” and (e) any reference to dollars or “$” shall be to United States dollars. The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

RECITALS

WHEREAS, the Company and members of an ad hoc group of Secured Lenders (the “Ad Hoc First Lien Group”) have engaged in good faith, arm’s length negotiations and have agreed to enter into certain transactions (the “Restructuring Transactions”) in furtherance of a restructuring of the Company (the “Restructuring”) on terms and conditions (a) set forth in this Agreement and (b) consistent with the term sheet setting forth the material terms of the Restructuring Transactions, attached hereto as Exhibit A (the “Restructuring Term Sheet”);

WHEREAS, the Company will implement the Restructuring Transactions in connection with voluntary cases (the “Chapter 11 Cases”) to be commenced under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

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WHEREAS, as of the date hereof, the Consenting Creditors, in the aggregate, hold, own, or control approximately 86% of the aggregate outstanding principal amount of the Secured Loans, including approximately 89% of the aggregate outstanding principal amount of the CS Term Loans, approximately 50% of the aggregate outstanding principal amount of the CS Revolving Loans, and approximately 100% of the aggregate outstanding principal amount of the Side-Car Term Loans;

WHEREAS, as of the date hereof, the Consenting Creditors, in the aggregate, hold, own, or control approximately 92% of the aggregate outstanding principal amount of the Senior Notes;

WHEREAS, certain of the Consenting Creditors have agreed to backstop through a fronting arrangement satisfactory to the Consenting Creditors the DIP Facility (defined below), in accordance with and subject to the terms and conditions set forth in the DIP Orders and the DIP Credit Agreement (each, defined below); and

WHEREAS, the Parties desire to memorialize their mutual support and commitment in respect of the matters discussed in the Restructuring Term Sheet and hereunder.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms have the following meanings:

(a) “Acceptable Plan” means a chapter 11 plan of reorganization of the Company, or, as may be agreed by the Company and the Requisite Consenting Creditors, certain Company Parties, in each case, implementing the Restructuring, which plan shall be consistent in all respects with this Agreement and the Restructuring Term Sheet and otherwise subject to the consent rights set forth in Section 6; provided that, for the avoidance of doubt, the Restructuring may be implemented through a sale, or series of sales, including a WholeCo Sale Transaction or a Discrete Asset Sale (each as defined in the Restructuring Term Sheet), in each case subject to the terms of this Agreement.

(b) “Ad Hoc First Lien Group” has the meaning given to such term in the recitals.

(c) “Ad Hoc First Lien Group Advisors” means (i) Gibson, Dunn & Crutcher LLP, as legal counsel to the Ad Hoc First Lien Group; (ii) Evercore Group L.L.C., as financial advisor to the Ad Hoc First Lien Group; (iii) Berkeley Research Group, LLC, as financial advisor to the Ad Hoc First Lien Group; (iv) Pachulski Stang Ziehl & Jones LLP, as Delaware counsel to the Ad Hoc First Lien Group; and (v) any other advisors retained by the Ad Hoc First Lien Group with the consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed).

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(d) “Business Day” means any day, other than a Saturday, a Sunday, or any other day on which banking institutions in New York, New York are required or authorized to close by law or executive order.

(e) “Claim” has the meaning set forth in section 101(5) of the Bankruptcy Code, as against any Debtor.

(f) “Confirmation Order” means the order of the Bankruptcy Court confirming the Acceptable Plan in the Chapter 11 Cases, which order shall be consistent in all respects with this Agreement and the Restructuring Term Sheet and subject to the consent rights set forth in Section 6.

(g) “Consenting Claims” means all Claims on account of Indebtedness against a Company Party held by Consenting Creditors from time to time.

(h) “Consenting Creditors” has the meaning given to such term in the preamble.

(i) “Definitive Documents” means (i) this Agreement (including the Restructuring Term Sheet), (ii) the Acceptable Plan and the Plan Supplement, (iii) the Disclosure Statement and the Solicitation Materials, (iv) the Disclosure Statement Order and the Confirmation Order, (v) the DIP Motion, (vi) the DIP Credit Agreement, (vii) the DIP Orders, (viii) to the extent applicable, the Sale Documents; (ix) the Exit Facility Documents, and (x) such other agreements and documentation reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, and the Acceptable Plan, in each case, including any amendments, modifications, and supplements thereto and any related notes, certificates, agreements, documents, instruments, and orders (as applicable), which shall be subject to the consent rights set forth in Section 6.

(j) “DIP Credit Agreement” means the credit agreement evidencing the DIP Facility.

(k) “DIP Facility” means the delayed-draw superpriority debtor-in-possession term loan facility to be provided to the Company consistent with the terms set forth in the Restructuring Term Sheet and in accordance with the terms and conditions of the DIP Credit Agreement and the DIP Orders.

(l) “DIP Motion” means the motion seeking approval by the Bankruptcy Court of the DIP Facility and the DIP Orders, including any declarations and exhibits submitted in support thereof.

(m) “DIP Orders” means the interim order (the “Interim DIP Order”) and final order (the “Final DIP Order”) of the Bankruptcy Court approving the DIP Credit Agreement and granting the other relief sought in the DIP Motion.

(n) “Disclosure Statement” means the disclosure statement in respect of the Acceptable Plan, including all exhibits and schedules thereto, as amended, modified, or supplemented from time to time, and approved by the Bankruptcy Court pursuant to sections 1125 and 1126 of the Bankruptcy Code.

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(o) “Disclosure Statement Order” means the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials.

(p) “Effective Date” means the date upon which all conditions to the effectiveness of the Restructuring have been satisfied or waived in accordance with the terms of the applicable Definitive Documents; provided that to the extent the Restructuring is implemented through an Acceptable Plan it shall be the date the Acceptable Plan becomes effective.

(q) “Employee Retention Plan” has the meaning ascribed to it in the Restructuring Term Sheet.

(r) “Exit Facility” has the meaning ascribed to it in the Restructuring Term Sheet.

(s) “Exit Facility Documents” means any documentation related to or executed in connection with the Exit Facility, or any other new financing, and all other agreements, documents, and instruments delivered or entered into in connection with the Exit Facility, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, subordination agreements, fee letters, and other security documents.

(t) “First Day Orders” means the orders of the Bankruptcy Court granting the relief sought in the First Day Pleadings.

(u) “First Day Pleadings” means the pleadings, motions, and forms of order that the Company files contemporaneously with, or in connection with, the commencement of the Chapter 11 Cases.

(v) “Indebtedness” means the Secured Loans and/or the Senior Notes, as applicable.

(w) “Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code) of a Company Party, including all shares, common stock, preferred stock, or other instrument evidencing any fixed or contingent ownership interest in any Company Party, including any option, warrant, or other right, contractual or otherwise, to acquire any such interest in a Company Party, whether or not transferable and whether fully vested or vesting in the future, that existed immediately before the Effective Date.

(x) “Material Adverse Effect” means any event, change, condition, occurrence or effect that has individually or in the aggregate (a) resulted in, or would be reasonably likely to result in, a material adverse effect on the business, properties, financial condition or results of operations of the Company’s business, taken as a whole, or (b) prevented, materially delayed or materially impeded the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby, other than, in the case of clause (a), any event, change, condition, occurrence or effect to the extent arising out of, attributable to or resulting from, alone or in combination, any of the following (none of which, to the applicable extent, will constitute or be considered in determining whether there has been, a Material Adverse Effect): (i) general changes or developments in the industries in which the business operates, (ii) changes in general economic, financial market or geopolitical conditions or political conditions, (iii) natural or man-made disasters, calamities, major hostilities, outbreak or escalation of war or any act of terrorism or sabotage, (iv) any global or national health concern, epidemic,

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disease outbreak, pandemic (including COVID-19) or any law issued by a governmental body requiring business closures, quarantine or “sheltering-in-place” or similar restrictions that arise out of such health concern, epidemic, disease outbreak or pandemic or any change in such law, (v) following the date of this Agreement, changes in any applicable laws or GAAP or in the administrative or judicial enforcement or interpretation thereof, (vi) the announcement or other publicity or pendency of the transactions contemplated by this Agreement (it being understood that the exception in this clause (vi) will not apply with respect to the representations and warranties in Section 7 intended to address the consequences of the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby), (vii) the filing or continuation of the Chapter 11 Cases and any orders of, or action or omission approved by, the Bankruptcy Court (or any other governmental authority of competent jurisdiction in connection with any such action), (viii) customary occurrences as a result of events leading up to and following the commencement of a proceeding under chapter 11 of the Bankruptcy Code, (ix) a decline in the trading price or trading volume of any securities issued by the Company or any change in the ratings or ratings outlook for the Company (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material Adverse Effect), (x) the failure to meet any projections, guidance, budgets, forecasts or estimates with respect to the Company (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material Adverse Effect), or (xi) any action taken by the Company at the request of the Consenting Creditors, or the failure by the Company to take any action that the Company is prohibited from taking under this Agreement to the extent the Consenting Creditors fail to give their consent to the Company taking such action; provided that any event, change, condition, occurrence or effect set forth in clauses (i), (ii), (iii), (iv) or (vi) may be taken into account in determining whether there has been or is a Material Adverse Effect to the extent any such event, change, condition, occurrence or effect has a material and disproportionate adverse impact on the business, taken as a whole, relative to the other participants in the industries and markets in which the business operates.

(y) “New Governance Documents” means any corporate governance documents for the Reorganized Debtors, including any new or amended charter, bylaw, shareholders’ agreement, operating agreement, or other organizational or formation documents necessary to implement the Restructuring, as applicable.

(z) “Outside Date” means June 23, 2024, subject to (i) the Regulatory Extension and (ii) agreement on the Sale Milestones, in each case as set forth in the Restructuring Term Sheet.

(aa) “Plan Supplement” means any compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan filed by the Company with the Bankruptcy Court.

(bb) “Qualified Marketmaker” means an entity that (i) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company (including debt securities or other debt) or enter with customers into long and short positions in claims against the Company, in its capacity as a dealer or marketmaker in claims against the Company and (ii) is, in fact, regularly in the business of making a market in claims, interests or securities of or against issuers or borrowers (including debt securities or other debt).

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(cc) “Reorganized Debtors” has the meaning ascribed to it in the Restructuring Term Sheet.

(dd) “Requisite Consenting Creditors” means, as of the date of determination, Consenting Creditors holding at least 50.1% in aggregate principal amount of the Secured Loans held by all Consenting Creditors; provided that, with respect to a matter subject to the Side-Car Lender Consent Right, the foregoing calculation shall exclude from both the numerator and the denominator all of the Secured Loans of any Consenting Creditor that is a Side-Car Lender.

(ee) “Requisite Consenting Side-Car Lenders” means, as of the date of determination, Consenting Creditors holding at least 50.1% in aggregate principal amount of the Side-Car Term Loans held by all Consenting Creditors; provided that, if at any time there are two or more Side-Car Lenders party hereto that are not affiliates of one another, Requisite Consenting Side-Car Lenders shall include at least two Consenting Creditors that are not affiliates of one another.

(ff) “Sale Documents” means any agreements, documents, motions, orders, and any modifications, amendments, supplements, schedules, or exhibits thereto executed in connection with any sale, or series of sales, implementing the Restructuring, including a WholeCo Sale Transaction or a Discrete Asset Sale (in each case as defined in the Restructuring Term Sheet), and subject to the consent rights set forth in Section 6.

(gg) “Securities Act” means the Securities Act of 1933, as amended, and any rules and regulations promulgated thereby.

(hh) “Side-Car Lender Consent Right” means the right of the Requisite Consenting Side-Car Lenders to consent to or approve any Definitive Document (including any amendment, supplement or other modification thereto) or any waiver, change, modification or amendment to this Agreement, solely to the extent of (i) any modification or effect on the Side-Car Resolution, the treatment of the Applicable Premium as set forth in the Restructuring Term Sheet, or the release provisions related to any Side-Car Lender, solely in its capacity as such, set forth in this Agreement, the Acceptable Plan or Confirmation Order or (ii) any disproportionate adverse effect or other material and adverse impact on any right (economic or otherwise), obligation or term in favor of or relating to any Side-Car Lender, solely in its capacity as such, pursuant to or identified in this Agreement (including the Restructuring Term Sheet) or any other Definitive Document as compared to any other Consenting Creditor.

(ii) “Side-Car Lender Termination Event” means (i) any Definitive Document is filed, executed or otherwise finalized or any provision of this Agreement is waived, changed, modified or amended in a manner that does not comply with the Side-Car Lender Consent Right or (ii) any waiver, change, modification or amendment to the Side-Car Lender Consent Right without the consent of the Requisite Consenting Side-Car Lenders.

(jj) “Solicitation” means the solicitation of votes to accept or reject the Plan.

(kk) “Solicitation Materials” means any materials used in connection with the solicitation of votes on the Acceptable Plan, including the Disclosure Statement, and any procedures established by the Bankruptcy Court with respect to solicitation of votes on the Acceptable Plan.

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(ll) “Support Effective Date” means the date on which (x) counterpart signature pages to this Agreement shall have been executed and delivered by (i) the Company and (ii) Consenting Creditors holding at least 66²⁄₃% in the aggregate outstanding principal of Secured Loans and (y) the Company has paid in full all reasonable fees and out-of-pocket and documented expenses of the Ad Hoc First Lien Group Advisors accrued through such date pursuant to invoices delivered to the Company before such date, unless otherwise agreed with the applicable Ad Hoc First Lien Group Advisor.

(mm) “Support Period” means the period commencing on the Support Effective Date and ending on the earlier of the (i) date on which this Agreement is terminated in accordance with Section 5 hereof and (ii) Effective Date.

(nn) “TRA Claims” means any and all claims arising under or in connection with the TRA (as defined in the Restructuring Term Sheet).

2. Bankruptcy Process.

(a) The Restructuring Term Sheet. The Restructuring Term Sheet is expressly incorporated herein and made a part of this Agreement. All references to this Agreement shall be deemed to include the Restructuring Term Sheet. Certain material terms and conditions of the Restructuring are set forth in the Restructuring Term Sheet, which is supplemented by the terms and conditions of this Agreement. In the event of any inconsistencies between the terms of this Agreement and the Restructuring Term Sheet, the Restructuring Term Sheet shall govern.

(b) Commencement of the Chapter 11 Cases. The Company hereby agrees that, as soon as reasonably practicable, but in no event later than three (3) days after the Support Effective Date, the Company shall file with the Bankruptcy Court voluntary petitions for relief under chapter 11 of the Bankruptcy Code and any and all other documents necessary to commence the Chapter 11 Cases (the date on which such filing occurs, the “Petition Date”).

3. Agreements of the Consenting Creditors.

(a) Voting; Support. Each Consenting Creditor, with respect to each of its respective Consenting Claims, severally and not jointly, covenants and agrees, during the Support Period, to:

(i) to the extent applicable (A) vote (and use commercially reasonably efforts to timely submit such vote in accordance with the applicable Solicitation Materials) any and all of its Claims, including its Consenting Claims held as of the applicable voting record date (in all cases, in accordance with the applicable Solicitation Materials) to accept the Acceptable Plan and (B) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn);

(ii) vote (and use commercially reasonably efforts to timely submit such vote in accordance with the applicable Solicitation Materials) any and all of its Claims, including its Consenting Claims held as of the applicable voting record date against any plan, plan proposal, restructuring proposal, offer of dissolution, assignment for the benefit of creditors, winding up, liquidation, sale or disposition, reorganization, merger, business combination, joint venture, debt or equity financing or re-financing, recapitalization or other restructuring of the Company (including, for the avoidance of doubt, a transaction premised on an asset sale under section 363 of the Bankruptcy Code) other than the Acceptable Plan (each, an “Alternative Restructuring”);

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(iii) not directly or indirectly, through any person or entity (including the Administrative Agents, the Indenture Trustee, or any other administrative agent, collateral agent, or indenture trustee), seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of any Alternative Restructuring or object to, delay, impede, or take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with, delay or impede the Chapter 11 Cases, the DIP Financing, the Solicitation, approval of the Disclosure Statement, confirmation or implementation of the Acceptable Plan, or consummation of the Restructuring;

(iv) agree to provide, and, if applicable, not opt out of, the releases of third-party claims pursuant to the Acceptable Plan and the Confirmation Order, to the extent set forth in the Restructuring Term Sheet;

(v) not direct either of the Administrative Agents, the Indenture Trustee or any other administrative agent, collateral agent or indenture trustee (as applicable) to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement, and, if any applicable administrative agent, collateral agent or indenture trustee takes any action inconsistent with such Consenting Creditor’s obligations under this Agreement, such Consenting Creditor shall use commercially reasonable efforts to direct and cause such administrative agent, collateral agent, or indenture trustee to withdraw or reverse any such action and cease and refrain from taking any further related action; provided that no Consenting Creditor shall be required to provide any person or entity, with any indemnity or similar undertaking in connection with taking any such action or obligated to incur any out-of-pocket costs in discharging such obligation;

(vi) support and not object to the Solicitation or the Company’s efforts to obtain approval of the Disclosure Statement and confirmation and consummation of the Acceptable Plan and the Restructuring, including by using commercially reasonable efforts to assist the Company in obtaining any necessary federal, state, and local regulatory approvals required to obtain confirmation of, or consummate, the Plan;

(vii) not object to approval of the Company’s Employee Retention Plan to the extent consistent in all respects with this Agreement;

(viii) complete, enter into, and effectuate the agreed Definitive Documents contemplated herein in accordance with Section 6;

(ix) act in good faith with regard to the Restructuring consistent with this Agreement and the Restructuring Term Sheet; and

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(x) to the extent any legal, regulatory, or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring, negotiate with the other Consenting Creditors, the Company, and other parties in interest in good faith appropriate additional or alternative provisions to address any such impediment; provided that no Consenting Creditor is obligated under this provision to agree to any additional or alternative provisions that would negatively impact the recoveries and economic outcome for such Consenting Creditor on account of their Secured Loans and any DIP Claims or otherwise impact the material terms of the Agreement.

(b) Transfers. Each Consenting Creditor agrees that, during the Support Period, such Consenting Creditor shall not sell, transfer, loan, issue, pledge, hypothecate,² assign or otherwise dispose of (each, a “Transfer”, provided that any pledge, lien, security interest, or other encumbrance in favor of a bank or broker dealer at which a Consenting Creditor maintains an account, where such bank or broker dealer holds a security interest in or other encumbrances over property in the account generally shall not be deemed a “Transfer” for any purposes hereunder), directly or indirectly, any of its Consenting Claims, and any purported Transfer shall be void and without effect unless the transferee thereof either:

(i) is a Consenting Creditor; or

(ii) prior to such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor for all purposes hereunder and to be bound by all of the terms of this Agreement applicable to Consenting Creditors (including with respect to any and all Claims against or Interests in the Company that it may already have prior to such Transfer) by executing a joinder agreement, a form of which is attached hereto as Exhibit B (a “Joinder Agreement”)

and, in each case (including, for the avoidance of doubt, Transfers under clauses (i) and (ii) above), both the transferor and the transferee deliver notice of such Transfer and an executed copy of such Joinder Agreement, as applicable, as promptly as practicable, but in any event no later than the earlier of two (2) Business Days after (1) with respect to the Secured Loans, execution of the trade agreement evidencing the proposed Transfer and (2) with respect to the Senior Notes, the closing of the trade effectuating the Transfer, to (A) Weil, Gotshal & Manges LLP (“Weil”), as counsel to the Company and (B) Gibson, Dunn & Crutcher LLP (“Gibson”), as counsel to the Ad Hoc First Lien Group (provided that the timely delivery of such notice of Transfer and executed Joinder Agreement, if applicable, by either the transferor or the transferee in accordance with the terms hereof shall be deemed effective for purposes of this Section 3(b); in which event (x) the transferee shall be deemed to be a Consenting Creditor hereunder and (y) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations).

(c) Void Transfers. Each Consenting Creditor agrees that any Transfer of any Consenting Claim that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to enforce the voiding of such Transfer.

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(d) Additional Claims or Interests. To the extent any Consenting Creditor (i) acquires additional Secured Loans or Senior Notes, (ii) holds or acquires any other Claims against the Company entitled to vote on the Acceptable Plan, or (iii) holds or acquires any Interests in the Company entitled to vote on the Acceptable Plan, then, in each case, each such Consenting Creditor shall promptly (but in no event later than two (2) Business Days following such acquisition or transaction) notify Weil and Gibson of such transaction in writing, and each such Consenting Creditor agrees with respect to (i) through (iii) above that such additional Claims or Interests shall be subject to this Agreement, and that, for the duration of the Support Period, it shall vote any such additional Claims or Interests entitled to vote on the Acceptable Plan in a manner consistent with Section 3(a) hereof and the Solicitation Materials.

(e) Obligations of Qualified Marketmaker.

(i) Notwithstanding anything to the contrary in this Agreement, a Consenting Creditor may Transfer Consenting Claims to an entity that is acting solely in its capacity as a Qualified Marketmaker without the requirement that such Qualified Marketmaker is or becomes an entity identified in Sections 3(b)(i) or 3(b)(ii) hereof (a “Permitted Transferee”); provided, that (i) any such Qualified Marketmaker may only subsequently Transfer the right, title or interest to such Consenting Claims to a transferee that is or becomes a Permitted Transferee at the time of such Transfer, (ii) subject to Section 3(e)(ii), such Qualified Marketmaker must subsequently Transfer the right, title or interest to such Consenting Claims within five (5) Business Days of (1) with respect to the Secured Loans, execution of the trade agreement evidencing the proposed Transfer and (2) with respect to the Senior Notes, the closing of the trade effectuating the Transfer, to a transferee described in Sections 3(b)(i) or 3(b)(ii) that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor of such Qualified Marketmaker, (iii) the trade agreement or other trade documentation between such Consenting Creditor and such Qualified Marketmaker shall contain a covenant providing for the requirement in the preceding clause (i), and (iv) both the transferor and the Qualified Marketmaker must deliver notice of such Transfer as promptly as practicable, but in any event no later than the earlier of two (2) Business Days after (1) with respect to the Secured Loans, execution of the trade agreement or other trade documentation evidencing the proposed Transfer and (2) with respect to the Senior Notes, the closing of the trade effectuating the Transfer, to (A) Weil and (B) Gibson (provided that the timely delivery of such notice of Transfer by either the transferor or the Qualified Marketmaker in accordance with the terms hereof shall be deemed effective for purposes of this Section 3(e)(i); provided, further, that notwithstanding anything to the contrary in this Agreement, to the extent that a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires any Claims from a holder of such Claims that is not a Consenting Creditor, such Qualified Marketmaker may Transfer such Claims without the requirement that the transferee be or become a Consenting Creditor).

(ii) If a Qualified Marketmaker fails to comply with its obligations in Section 3(e)(i) or otherwise does not Transfer the right, title or interest to such Consenting Claims within five (5) Business Days of (1) with respect to the Secured Loans, execution of the trade agreement evidencing the proposed Transfer and (2) with respect to the Senior Notes, the closing of the trade effectuating the Transfer, to a transferee described in

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Sections 3(b)(i) or 3(b)(ii) that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor of such Qualified Marketmaker, such Qualified Marketmaker shall be deemed, without further action, to have acceded to this Agreement solely with respect to such Consenting Claims and shall be obligated to perform the obligations under this Agreement with respect to such Consenting Claims; provided that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be deemed to have acceded to this Agreement with respect to such Consenting Claims at such time that the Qualified Marketmaker Transfers such Consenting Claims in accordance with this Section 3(e).

(f) Forbearance. The Consenting Creditors agree to forbear during the Support Period from the exercise of (and to direct any agent or trustee to forebear from the exercise of) any and all rights and remedies in contravention of this Agreement, including under the Credit Agreements, the Indenture, any agreement contemplated thereby or executed in connection therewith, as applicable, and under applicable U.S. or foreign law or otherwise, in each case, with respect to any breaches, defaults, events of default or potential defaults by the Company or any other Loan Party (as defined in the Credit Agreements), whether at law, in equity, by agreement or otherwise, which are or become available to them in respect of the Secured Loans, the Indenture, or any other Claims. Additionally, during the Support Period, the Consenting Creditors agree not to support, join, or otherwise assist any person or entity in litigation against the Company Parties in connection with the Chapter 11 Cases, the Restructuring, the Secured Loans, the Senior Notes, or any other Claims. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not constitute a waiver with respect to any default or event of default under either Credit Agreement or the Indenture and shall not bar any Consenting Creditor from filing a proof of claim or taking action to establish the amount of such Claim. Upon rightful termination of this Agreement, the agreement of the Consenting Creditors to forbear from exercising rights and remedies in accordance with this Section 3(f) shall immediately terminate without the requirement of any demand, presentment or protest of any kind, all of which the Company hereby waives.

(g) Additional Disclosures. Upon written request (including by electronic mail) to Gibson by Weil, to be made no more than once every 30 days, the Consenting Creditors shall cause Gibson to promptly identify, in writing, to Weil, the nature and amount of the “disclosable economic interest” (as that term is defined by Rule 2019 of the Federal Rules of Bankruptcy Procedure) held in relation to the Company by all Consenting Creditors represented by Gibson as of the date of such request.

(h) Additional Provision Regarding Consenting Creditor Commitments. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall:

(i) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, the Company, or any other party in interest in the Chapter 11 Cases (including any official committee or the United States Trustee)¸ in each case subject in all respects to any applicable confidentiality or non-disclosure agreement that has not been terminated in accordance with its terms and remains in effect at that time;

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(ii) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under, and not inconsistent with, this Agreement in connection with the Restructuring;

(iii) prevent any Consenting Creditor from enforcing any right, remedy, condition, consent, or approval requirement under this Agreement or any other Definitive Document (to the extent it has rights thereunder), or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such documents;

(iv) limit any Consenting Creditor’s rights under any applicable indentures, credit agreements, or applicable law to appear and participate as a party in interest in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not inconsistent with the terms of this Agreement;

(v) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity or existence of its Claims and Interests in the Company (including the filing of proofs of claim);

(vi) require that any Consenting Creditor (a) give any notice, order, instruction, or direction to any administrative agent, collateral trustee or indenture trustee (as applicable) or other such agent or trustee if the Consenting Creditors are required to incur any out-of-pocket costs or liabilities or provide any indemnity in connection therewith, (b) be required to make any capital commitment without its express consent, or (c) incur, assume, or become liable for any non-immaterial financial or other non-immaterial liability or non-immaterial obligation; provided, in each case, that no Consenting Creditor shall be required to incur any out-of-pocket costs or incur, assume, or become liable for any financial or other liability, commitment, or obligation that is inconsistent with such Consenting Creditor’s organizational or constitutional documents;

(vii) with respect to the DIP Orders, (i) be construed to prohibit any Consenting Creditor, if applicable, from enforcing any right, remedy, condition, consent, or approval requirement under the DIP Orders or (ii) impair or waive the rights of any Consenting Creditor, if applicable, to assert or raise any objection arising under or in connection with the DIP Order; or

(viii) (a) prevent any Consenting Creditor from taking any action that is required by applicable law or (b) require any Consenting Creditor to take any action that is prohibited by applicable law or to waive or forego the benefit of any applicable legal privilege; provided that, if any Consenting Creditor proposes to take any action that is inconsistent with this Agreement in order to comply with applicable law, such Consenting Creditor shall use commercially reasonable efforts to provide at least five (5) Business Days’ advance notice to the Company to the extent the provision of such notice is legally permissible.

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4. Agreements of the Company.

(a) Covenants. The Company agrees, during the Support Period, to do all things in furtherance of the Restructuring, including:

(i) (A) use commercially reasonable efforts to obtain any and all required regulatory approvals for the Restructuring set forth in the Acceptable Plan, if any; and (B) not take any action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Solicitation, approval of the Disclosure Statement, or confirmation and consummation of the Acceptable Plan and consummation of the Restructuring, in each case, to the extent consistent with, upon the advice of counsel, the fiduciary duties of the boards of directors, managers, members or partners, as applicable, of each Company Party;

(ii) negotiate the Definitive Documents in good faith and complete, enter into, and effectuate the agreed Definitive Documents (as applicable) in accordance with Section 6;

(iii) deliver draft copies of all material pleadings, motions, applications, First Day Pleadings, First Day Orders, and other substantive documents to be filed in the Chapter 11 Cases or related to the Restructuring (including the Acceptable Plan, the Disclosure Statement, the Solicitation Materials, a proposed Confirmation Order, and any proposed amendments, modifications, or other changes to any such document) to Gibson, at least three (3) calendar days prior to the date when the Company intends to file any such document (provided that if delivery of such document at least three (3) calendar days in advance is not reasonably practicable under the circumstances, such document shall be delivered as soon as reasonably practicable);

(iv) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the transactions contemplated in this Agreement or the Acceptable Plan, negotiate with the Consenting Creditors and other parties in interest in good faith appropriate additional or alternative provisions to address any such impediment;

(v) maintain its good standing under the laws of the state or other jurisdiction in which they are incorporated or organized;

(vi) as soon as reasonably practicable, but in no event later than two (2) Business Days following receipt thereof, notify the Ad Hoc First Lien Group Advisors in writing of any governmental or third party complaints, litigations, investigations, or hearings that could reasonably be expected to impair, impede, or delay the consummation of the Restructuring (or communications indicating that the same may be contemplated or threatened), in each case, to the extent legally permitted;

(vii) subject to professional responsibilities, timely file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Cases, or (D) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable;

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(viii) not seek, solicit, or support any Alternative Restructuring, other than the Restructuring, or cause or allow any of their agents or representatives acting on their behalf to solicit any Alternative Restructuring, unless the board of directors of any Company Party determines, based on the advice of outside legal counsel and in good faith, that proceeding with the Restructuring would be inconsistent with the applicable fiduciary duties of such board of directors;

(ix) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and in compliance with applicable law (taking into account the Restructuring and the pendency of the Chapter 11 Cases), and use commercially reasonable efforts to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees and (B) subject to applicable non-disclosure agreements and the terms thereof, use commercially reasonable efforts to keep the Ad Hoc First Lien Group Advisors reasonably informed about the material operations of the Company and its direct and indirect subsidiaries;

(x) take such action as may be reasonably necessary or reasonably requested by the other Consenting Creditors to carry out the purposes and intent of this Agreement, including using commercially reasonable efforts to obtain all governmental, regulatory, licensing, or other approvals (including any necessary or appropriate third-party consents) necessary to consummate the Restructuring Transactions;

(xi) not engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the transactions contemplated in this Agreement and/or as permitted under the DIP Credit Agreement or by the Requisite Consenting Creditors;

(xii) use commercially reasonable efforts to subordinate the TRA Claims (which subordination may be sought pursuant to a motion or the Acceptable Plan);

(xiii) deliver to the Ad Hoc First Lien Group Advisors on a “professional eyes only” basis all IOIs (as defined in the Restructuring Term Sheet) received with respect to a WholeCo Sale Transaction or a Discrete Asset Sale within thirty-six (36) hours of receipt thereof;³

(xiv) not redeem or make or declare any dividends, distributions, or other payments on accounts of its Interests, or otherwise make any transfers or payments on accounts of its Interests other than as permitted under the DIP Credit Agreement or by the Requisite Consenting Creditors;

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(xv) not make any worthless stock deduction for any tax year ending on or prior to the Effective Date, to the extent such declaration of worthlessness or other transaction or event may impair or adversely affect any of the tax attributes of the Company Parties or any of their subsidiaries (including under section 108 or 382 of the Internal Revenue Code of 1986 (as amended));

(xvi) pay all reasonable and documented accrued and unpaid fees and out-of-pocket expenses of the Ad Hoc First Lien Group Advisors in accordance with Section 29;

(xvii) not amend any Company Party’s corporate organizational documents in a manner that is inconsistent with this Agreement or any Definitive Document;

(xviii) subject to any requirements of law or contractual obligations, and upon reasonable notice in advance, provide to the Ad Hoc First Lien Group Advisors, and shall direct its employees, officers, advisors, and other representatives to provide the Ad Hoc First Lien Group Advisors, (i) upon request, reasonable access during normal business hours to the Company’s (x) books and records and (y) management and advisors; (iii) upon request, reasonably timely updates regarding the Restructuring Transactions, including any material developments or any material conversations with parties in interest; (iv) upon request, reasonably timely updates regarding the status of obtaining any necessary or desirable authorizations (including any consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body, if any; and (v) reasonable responses to all reasonable diligence requests, in each case, for the purposes of evaluating the Company’s assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs or entry into any of the Restructuring Transactions; provided, that no such information shall be provided to the extent it could jeopardize any attorney-client privilege or other applicable privilege;

(xix) not enter into, terminate, or otherwise modify any material operational contracts, leases, or other arrangements, in each case other than in the ordinary course of business, without the prior written consent of the Requisite Consenting Creditors (such consent not to be unreasonably withheld);

(xx) not enter into any proposed settlement of any Claim, litigation, dispute, controversy, cause of action, proceeding, appeal, determination or investigation in excess of $3,000,000 without the prior written consent of the Requisite Consenting Creditors (such consent not to be unreasonably withheld);

(xxi) if the Company becomes aware that any party is asserting that it holds a Claim against a Company Party that is not subject to discharge pursuant to Bankruptcy Code section 1141(d)(6), promptly, but in no event later than two Business Days, notify the Ad Hoc First Lien Group Advisors of such assertion and provide the Ad Hoc First Lien Group Advisors with reasonably requested known and relevant facts in connection therewith;

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(xxii) if the Company receives an unsolicited proposal or expression of interest with respect to an Alternative Restructuring, within thirty-six (36) hours of the receipt of such proposal or expression of interest, notify the Ad Hoc First Lien Group Advisors of the receipt thereof, with such notice to include the material terms thereof if the proposal was delivered to the Company orally, and, if a written proposal was delivered to the Company, a copy thereof; and

(xxiii) subject to professional responsibilities, actively oppose and object to the efforts of any person seeking to object to, impede, or take any other action to directly or indirectly interfere with the acceptance, implementation, or consummation of the Restructuring (including, if applicable, the filing of timely filed objections or written responses) including opposing and objecting to any motion, application, pleading, or proceeding filed by another party with the Bankruptcy Court or any other court challenging (or seeking standing to challenge) the amount, validity, enforceability, extent, perfection, or priority of, or seeking avoidance or subordination of, any Claim held by any Consenting Creditor against the Debtor or any liens or security interests securing such Claim.

5. Termination of Agreement.

(a) This Agreement shall terminate (i) automatically on the Effective Date, or (ii) three (3) Business Days following the delivery of notice, delivered in accordance with Section 24 hereof, from, as applicable, (x) the Requisite Consenting Creditors as applicable, at any time after and during the continuance of any Creditor Termination Event or (y) the Company at any time after and during the continuance of any Company Termination Event. Any Consenting Creditor that is a Side-Car Lender may terminate this Agreement as to itself only, upon delivery of notice, delivered in accordance with Section 23 hereof, from such Side-Car Lender, at any time after and during the continuance of a Side-Car Lender Termination Event. No Party may exercise any of its respective termination rights as set forth herein if (A) such Party is in breach of this Agreement (unless such failure to perform or comply arises as a result of another Party’s actions or inactions), (B) such breach has caused, or resulted in, the occurrence of a Creditor Termination Event or Company Termination Event (as applicable), and (C) such breach is continuing when such Party seeks to exercise any of its respective termination rights. Each of the dates and time periods in this Section 5 may be extended by mutual agreement (which may be evidenced by e-mail confirmation, including from respective counsel) among the Company Parties and the Requisite Consenting Creditors.

(b) A “Creditor Termination Event” shall mean any of the following:

(i) the material breach by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth herein in any material respect which remains uncured for a period of five (5) Business Days after the receipt of written notice of such breach in accordance with Section 24 hereof;

(ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions or rendering illegal the Acceptable Plan or the Restructuring, and such ruling, judgment or order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;

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(iii) in accordance with this Agreement, any Definitive Document filed by the Company, or modified or amended by the Company, includes terms that are inconsistent in any material respect with the Restructuring Term Sheet or are not otherwise acceptable to the Requisite Consenting Creditors in accordance with Section 6 of this Agreement, and such event remains unremedied for a period of five (5) Business Days following the Company Parties’ receipt of notice in accordance with Section 24 hereto (as applicable);

(iv) any Company Party (A) filing any chapter 11 plan other than the Acceptable Plan or (B) withdrawing the Acceptable Plan or its support for the Acceptable Plan (such consent not to be unreasonably withheld);

(v) any Company Party terminating its obligations under and in accordance with Section 5(c) of this Agreement;

(vi) if any Milestone (as defined in the Restructuring Term Sheet) fails to occur by the time and date set forth in the Restructuring Term Sheet, provided that any such time and date may be extended with the consent of the Requisite Consenting Creditors ;

(vii) the Bankruptcy Court enters an order that is not stayed (A) directing the appointment of an examiner with expanded powers or a trustee with authority to operate the Company’s business in the Chapter 11 Cases, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Cases; or (D) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization;

(viii) if (A) any of the DIP Orders are reversed, stayed, dismissed, vacated, reconsidered, modified, or amended without the consent of the Requisite Consenting Creditors or (B) a motion for reconsideration, reargument, or rehearing with respect to any such order has been filed and the Company fails to object timely to such motion;

(ix) if (A) the Confirmation Order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended without the consent of the Requisite Consenting Creditors or (B) a motion for reconsideration, reargument, or rehearing with respect to any such order has been filed and the Company fails to timely object to such motion;

(x) if any party asserts that it holds a Claim in excess of $3,000,000 against a Company Party that is not subject to discharge pursuant to Bankruptcy Code section 1141(d)(6) and such assertion is not resolved, or otherwise addressed, in a manner satisfactory to the Requisite Consenting Creditors in their reasonable discretion within thirty (30) calendar days of such assertion;

(xi) the occurrence of an Event of Default under the DIP Credit Agreement that has not been cured or waived in accordance with the DIP Credit Agreement;

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(xii) entry of an order granting relief from the automatic stay imposed by section 362 of the Bankruptcy Code authorizing any party to proceed against any material asset having a fair market value of at least $500,000 or that would materially and adversely affect the Company’s ability to operate their businesses in the ordinary course;

(xiii) entry of an order (including any order confirming a chapter 11 plan) assuming or rejecting any material executory contract or unexpired lease that is not reasonably satisfactory to the Requisite Consenting Creditors;

(xiv) entry into any written agreement or stipulation the Company with any counterparty to any material unexpired lease or material executory contract with respect to any cure amount due in connection with the proposed or actual assumption of any such material unexpired lease or material executory contract under section 365 of the Bankruptcy Code or the entry of an order by the Bankruptcy Court determining any such cure amount, in each case, that is not satisfactory to the Requisite Consenting Creditors;

(xv) the Company fails to pay in full, in cash, when due all reasonable and documented fees, costs, and out-of-pocket expenses of the Ad Hoc First Lien Group Advisors in accordance with their respective engagement letters or fee letters with the Company;

(xvi) the Company files any motion, application, or adversary proceeding challenging, or an order of the Bankruptcy Court is entered sustaining a challenge with respect to, or granting any party standing to challenge, the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Indebtedness or asserts any other cause of action against the Consenting Creditors or with respect or relating to such Indebtedness, the Credit Agreements, or the Senior Notes or the prepetition liens securing the Secured Loans or challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Indebtedness or asserting any other cause of action against the Consenting Creditors or with respect or relating to such Indebtedness or the prepetition liens securing the Secured Loans;

(xvii) if as of the Outside Date, the Effective Date shall not have occurred; or

(xviii) a Material Adverse Effect shall have occurred.

(c) A “Company Termination Event” shall mean any of the following:

(i) the breach by one or more of the Consenting Creditors of any of the undertakings, representations, warranties or covenants of the applicable Consenting Creditors set forth herein in any material respect which breach has not been cured (if curable) within five (5) Business Days after the receipt of written notice of such breach pursuant to Sections 5(a) and 24 hereof (as applicable); but only if the remaining non-breaching Consenting Creditors do not hold at 66 2/3% of the aggregate principal amount of Secured Loans outstanding;

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(ii) the board of directors, managers, members or partners (or comparable governing body), as applicable, of any Company Party reasonably determines in good faith based upon the advice of outside counsel that continued performance under this Agreement or pursuit of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties under applicable law; provided that the Company provides notice of such determination to the Consenting Creditors within twenty-four (24) hours thereof;

(iii) if, as of the Petition Date, the Support Effective Date shall not have occurred;

(iv) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions or rendering illegal the Acceptable Plan or the Restructuring, and such ruling, judgment or order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance; or

(v) the Bankruptcy Court enters an order that is not stayed (A) directing the appointment of a trustee with authority to operate the Company’s business in the Chapter 11 Cases, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases.

(d) Mutual Termination; Automatic Termination.

(i) This Agreement may be terminated as to all Parties by the mutual, written agreement of the Company and the Requisite Consenting Creditors.

(ii) This Agreement shall automatically terminate (A) as to any Consenting Creditor, upon its transfer of all (but not less than all) of its Consenting Claims in accordance with Section 3(b) (provided that this Agreement shall (x) terminate only with respect to such Consenting Creditor on the date on which such Consenting Creditor has effected such transfer, satisfied the requirements of Section 3(b) and provided the written notice required and (y) shall remain in effect as to other Consenting Creditors) or (B) on the Effective Date; provided that any such termination under foregoing (A) or (B), shall be subject in all respects to Section 14 hereof.

(e) Effect of Termination. Subject to the proviso contained in Section 5(a) hereof, upon the termination of this Agreement in accordance with this Section 5, and except as provided in Section 14 hereof, this Agreement shall forthwith become void and of no further force or effect and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement, including all rights and remedies available to it under applicable law; provided, that in no event shall any such termination relieve a Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.

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(f) Revocation of Vote. Upon a termination of this Agreement, each Consenting Creditor may, upon written notice to the Company and the other Parties, revoke its vote or any consents given prior to such termination, whereupon any such vote or consent shall be deemed, for all purposes, to be null and void ab initio and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring and this Agreement. If this Agreement has been terminated as to any Consenting Creditor in accordance with Section 5 hereof at a time when permission of the Bankruptcy Court shall be required for a change or withdrawal (or cause to change or withdraw) of its vote to accept the Acceptable Plan, the Company shall consent to and not oppose any attempt by such Consenting Creditor to change or withdraw (or cause to change or withdraw) such vote at such time.

(g) Automatic Stay. The Company acknowledges that the giving of notice of termination by any Party pursuant to this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code; provided that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of termination was not proper under the terms of this Agreement.

6. Definitive Documents; Good Faith Cooperation.

(a) Upon completion or execution, each of the Definitive Documents shall contain terms, conditions, representations, warranties, and covenants materially consistent with the terms of this Agreement, including the Term Sheet. Each of the Definitive Documents shall be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors; provided that (i) the Exit Financing Documents, (ii) the DIP Motion, (iii) the DIP Credit Agreement, and (iv) the DIP Orders, shall be in form and substance acceptable to the Requisite Consenting Creditors and reasonably acceptable to the Company; provided, further, that solely to the extent that the Side-Car Lender Consent Right applies to a matter within a Definitive Document, the consent of the Debtors, the Requisite Consenting Creditors, and the Requisite Consenting Side-Car Lenders shall be required with respect to such matter.

(b) The New Governance Documents shall be acceptable to the Requisite Consenting Creditors.

(c) The Parties agree, consistent with clause (a) of this Section 6, to negotiate in good faith the Definitive Documents that are subject to negotiation and completion on the Support Effective Date and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and otherwise subject to the applicable consent rights of the Parties set forth herein.

7. Representations and Warranties.

(a) Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true and correct as of the date hereof (or such later date that such Party first becomes bound by this Agreement), and solely with respect to the Company, subject to any limitations or approvals arising from or required by the commencement of the Chapter 11 Cases:

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(i) such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part;

(ii) the execution, delivery, or performance by such Party of this Agreement does not and will not (A) violate any material provision of law, rule, or regulation applicable to it or its charter, constitution or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party (provided that with respect to the Company Parties, it is understood that commencing the Chapter 11 Cases may result in a breach of or constituted a default under such obligations);

(iii) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of a court; and

(iv) it has (A) sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement and the Restructuring and (B) it has made its own analysis and decision to enter into this Agreement.

(b) Each Company Party represents and warrants to the Consenting Creditors that as of the date hereof:

(i) the execution, delivery and performance by such Company Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary or required (x) in connection with the Chapter 11 Cases (including filings necessary and/or required by the U.S. Securities and Exchange Commission (the “SEC”), the New York Stock Exchange, or other securities regulatory authorities under applicable securities laws) and/or (y) for disclosure to any applicable regulatory body whose approval or consent is determined by the Company to be necessary to consummate the Restructuring Transactions;

(ii) such Company Party has not entered into any material agreement, arrangement, or undertaking (including with any individual creditor, equity holder, stakeholder, or third party) that is materially inconsistent with the terms of this Agreement or constitutes an Alternative Proposal, in each case, that has not been disclosed to Gibson; and

(iii) to the best of such Company Party’s knowledge, no order has been made, petition presented, or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, examiner, or other similar officer in respect of them or any of their respective assets, and no analogous procedure has been commenced in any jurisdiction.

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(c) Each Consenting Creditor severally (and not jointly) represents and warrants to the Company that, as of the date hereof (or as of the date such Consenting Creditor becomes a party hereto):

(i) such Consenting Creditor (A) is or, after taking into account the settlement of any pending assignments or trades of Secured Loans (pursuant to the applicable credit documents) and/or Senior Notes to which such Consenting Creditor is a party as of the date of this representation, will be the beneficial owner of (or investment manager, advisor, or subadvisor to one or more beneficial owners of) the aggregate outstanding principal amount of Secured Loans and/or Senior Notes set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor that becomes a party hereto after the date hereof), as the case may be, or (B) has or, after taking into account the settlement of any pending assignments or trades of Secured Loans (pursuant to the applicable credit documents) and/or Senior Notes to which such Consenting Creditor is a party as of the date of this representation, will have with respect to the beneficial owner(s) of such Secured Loans and/or Senior Notes (as may be set forth on a schedule to such Consenting Creditor’s signature page), (x) sole investment or voting discretion (including any such discretion delegated to its investment advisor) with respect to such Secured Loans and/or Senior Notes, (y) full power and authority to vote on and consent to matters concerning such Secured Loans and/or Senior Notes, and to exchange, assign, and transfer such Secured Loans and/or Senior Notes, and (z) full power and authority to bind or act on the behalf of, such beneficial owner(s);

(ii) other than pursuant to this Agreement, such Secured Loans and/or Senior Notes are free and clear of any pledge, lien, security interest, charge, claim, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrance of any kind, that would prevent in any way such Consenting Creditor’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed; provided that notwithstanding anything to the contrary herein, the Consenting Creditors that are entering into this Agreement by an undersigned investment manager and/or investment advisor shall not be deemed to have breached this Agreement as a result of any swap, borrowing, hypothecation or re-hypothecation of the Secured Loans and/or Senior Notes (each, a “Lending Arrangement”); provided, further, that each of the undersigned investment managers and/or investment advisors shall use commercially reasonable best efforts to ensure the Consenting Creditors holding Secured Loans and/or Senior Notes subject to a Lending Arrangement comply with the terms of this Agreement and shall promptly notify the Company in the event that they become aware that such Consenting Creditor has not complied with the terms of this Agreement;

(iii) such Consenting Creditor is not the beneficial owner of (or investment manager, advisor, or subadvisor to one or more beneficial owners of) any other Secured Loans and/or Senior Notes that are not set forth on its signature page hereto (or on its signature page of a Joinder Agreement for any Consenting Creditor that becomes a party hereto after the date hereof);

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(iv) except as expressly provided by this Agreement, such Consenting Creditor is not party to any restructuring or similar agreements or arrangements relating to the Company Parties or any Claims against the Company Parties that have not been disclosed to Weil; and

(v) (x) it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or (C) for a holder located outside of the U.S. (within the meaning of Regulation S under the Securities Act), a non-U.S. person under Regulation S under the Securities Act and, in each case, knowledgeable and experienced in financial and business matters that such Consenting Creditor is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risk of such investment, and (y) any securities of the Company Parties acquired by the Consenting Creditor in connection with the Restructuring will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.

8. Disclosure; Publicity.

The Company shall deliver to Gibson drafts of any press releases that constitute disclosure of the existence or terms of the Restructuring, this Agreement, or any amendment to the terms of the Restructuring or this Agreement to the general public at least forty-eight (48) hours prior to making any such disclosure or, if such delivery forty-eight (48) hours prior to disclosure is not possible, as soon as reasonably practicable prior to disclosure, and the Company shall consider in good-faith any comments from the Ad Hoc First Lien Group Advisors. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company and any Consenting Creditor, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Party), other than advisors to the Company or the Ad Hoc First Lien Group, the identity of, or the principal amount or percentage of any Indebtedness held, by a Consenting Creditor, in each case, without such Consenting Creditor’s consent; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Creditor a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Secured Loans or Senior Notes, as applicable, held by all Consenting Creditors, collectively. Except as required by applicable law or by request of the SEC, any public filing of this Agreement, with the Bankruptcy Court or otherwise, and any version of this Agreement shared with Consenting Creditor generally, shall omit the signature pages of Consenting Creditors, and the identity and holdings of each individual Consenting Creditor as set forth on such Consenting Creditor’s signature page hereto (provided that the holdings on such signature page(s) may be filed in unredacted form with the Bankruptcy Court under seal if so requested by the Bankruptcy Court).

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9. Amendments and Waivers.

(a) Other than as set forth in Section 9(b), this Agreement, including any exhibits hereto, may not be modified, amended or supplemented or the performance of any obligation thereunder waived except with the written consent of the Company and the Requisite Consenting Creditors;

(b) Notwithstanding Section 9(a):

(i) any waiver, modification, amendment, or supplement to this Section 9 shall require the written consent of all of the Parties;

(ii) any waiver, modification, amendment, or supplement to this Agreement that is subject to the Side-Car Lender Consent Right shall require the written consent of the Company, the Requisite Consenting Creditors, and the Requisite Consenting Side-Car Lenders; and

(iii) any change, modification or amendment to this Agreement or the Acceptable Plan that treats or affects the Secured Loans of any Consenting Creditor in a manner that is materially and adversely disproportionate, on an economic basis, to the manner in which any of the Secured Loans of the other Consenting Creditors are treated (after taking into account each of the Consenting Creditors’ respective Claims and the recoveries contemplated by the Acceptable Plan (as set forth in the Restructuring Term Sheet annexed hereto)) shall require the written consent of such adversely affected Consenting Creditor; and

(c) In the event an adversely disproportionately affected Consenting Creditor (“Non-Consenting Creditor”) does not consent to a waiver, change, modification or amendment to this Agreement requiring the consent of such Non-Consenting Creditor, but such waiver, change, modification or amendment receives the consent of Consenting Creditors owning at least 66²⁄₃% of the aggregate principal amount of outstanding Indebtedness, such waiver, change, modification or amendment shall not be effective as to such Non- Consenting Creditor, but shall be in full force and effect as to all other Consenting Creditors, and this Agreement shall be deemed to have been terminated only as to such Non-Consenting Creditor.

10. Effectiveness.

This Agreement shall become effective and binding upon each Party on the Support Effective Date.

11. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

(a) This agreement is to be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the chosen state, without giving effect to its conflict of laws principles.

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(b) Each of the Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or the Restructuring Transactions brought by any party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan in the City of New York (“NY Courts”) and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the NY Courts other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any NY Courts. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring Transactions, (i) that it is not personally subject to the jurisdiction of the NY Courts for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, during the pendency of the Chapter 11 Cases, all proceedings contemplated by this Section 11(b) shall be brought in the Bankruptcy Court and each Party irrevocably and unconditionally consents to the jurisdiction and venue of the Bankruptcy Court to hear and determine such matters during the pendency of the Chapter 11 Cases.

(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF 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 AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12. Specific Performance/Remedies.

It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations hereunder. Each Party also agrees that it will not seek, and will waive any requirement for, the securing or posting of a bond in connection with any Party seeking or obtaining such relief. All rights, powers, and remedies provided under this Agreement or otherwise available at law or in equity will be cumulative and not alternative, and the exercise of any right, power, or remedy by any Party will not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party or any other person or entity.

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13. Survival.

Notwithstanding the termination of this Agreement pursuant to Section 5 hereof, the agreements and obligations of the Parties in this Section 13, Sections 5(e), 5(f), 5(g), 8, 11-12, 15-28 hereof (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect in accordance with the terms hereof; provided that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination.

14. Headings.

The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

15. Successors and Assigns; Severability; Several Obligations.

This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives; provided that, during the Support Period, nothing contained in this Section 16 shall be deemed to permit Transfers of Consenting Claims other than in accordance with the express terms of this Agreement. If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

16. Several, Not Joint, Obligations.

The agreements, representations, and obligations of the Consenting Creditors under this Agreement are, in all respects, several and not joint.

17. Accession.

After the Support Effective Date additional holders of Secured Loans (which holders may also hold Senior Notes) may become Consenting Creditors by executing a Joinder Agreement and delivering such executed Joinder Agreement to Weil and Gibson in accordance with Section 24.

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18. Relationship Among Parties.

Notwithstanding anything herein to the contrary, (a) the duties and obligations of the Parties under this Agreement shall be several, not joint and several; (b) no Party shall have any responsibility by virtue of this Agreement for any trading by any other entity; (c) no prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement; (d) none of the Consenting Creditors shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company Parties’ other lenders or stakeholders, including as a result of this Agreement or the transactions contemplated herein or in any exhibit hereto; and (e) no action taken by any Party pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Parties are in any way acting in concert or as a “group.”

19. No Third-Party Beneficiaries.

Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary hereof.

20. Prior Negotiations; Entire Agreement.

This Agreement, including the Restructuring Term Sheet and the other exhibits hereto, constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed between the Company and each Consenting Creditor shall continue in full force and effect solely with respect to any then-continuing obligations thereunder.

21. Reservation of Rights.

(a) Except as expressly provided in this Agreement or the Restructuring Term Sheet, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of any Party to protect and preserve its rights, remedies and interests, including its claims against any of the other Parties.

(b) Without limiting clause (a) of this Section 22 in any way, if this Agreement is terminated for any reason, nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses and the Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. This Agreement, the Acceptable Plan, and any related document shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

22. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by electronic mail or otherwise, which shall be deemed to be an original for the purposes of this paragraph.

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23. Notices.

All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, courier or by registered or certified mail (return receipt requested) to the following addresses:

Any notice given by delivery, mail or courier shall be effective when received. Any notice given by electronic mail shall be effective upon oral, machine or electronic mail (as applicable) confirmation of transmission.

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24. No Solicitation; Representation by Counsel; Adequate Information.

(a) This Agreement is not and shall not be deemed to be a solicitation of an offer to buy securities or for votes in favor of the Acceptable Plan in the Chapter 11 Cases from the Consenting Creditors. The acceptances of the Consenting Creditors with respect to the Acceptable Plan will not be solicited until such Consenting Creditors have received the Disclosure Statement and related ballots and solicitation materials (each as approved by the Bankruptcy Court).

(b) Each Party acknowledges that that it, or its advisors, has had an opportunity to receive information from the other Parties and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

(c) None of the Parties intend that this Agreement should constitute, and each believes that it does not constitute, an offering of securities, and each of the Parties understands, acknowledges and agrees that if any securities are later acquired pursuant to the Restructuring and are not acquired pursuant to section 1145 of the Bankruptcy Code, such securities would need to be registered under the Securities Act unless they could be offered and sold pursuant to an exemption from registration contained in the Securities Act, including by being based in part on the Consenting Creditors’ representations contained in this Agreement. Any such securities that are not registered cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available.

25. No Waiver of Participation and Preservation of Rights.

(a) Except as expressly provided herein and subject to the transactions contemplated hereby, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses or any waiver of any rights such Party may have under any subordination or intercreditor agreement, and the Parties expressly reserve any and all of their respective rights, remedies, claims, and defenses.

26. Fiduciary Duties.

(a) Notwithstanding anything to the contrary herein, except as required under applicable law, nothing in this Agreement shall create any additional fiduciary obligations on the part of the Parties, or any members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents or other representatives of the same or their respective affiliated entities, in such person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such Party or its affiliated entities, that such entities did not have prior to the execution of this Agreement. Nothing in this Agreement shall (i) impair or waive the rights of the Parties to assert or raise any objection permitted under this Agreement in connection with the Restructuring or (ii) prevent the Parties from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

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(b) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party (including any special committee of such governing body, as applicable), upon advice of counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take any such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 26(b) shall not be deemed to constitute a breach of this Agreement.

27. No Admission.

Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as, or deemed to be evidence of, an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims and defenses which it has asserted or could assert.

28. Fees and Expenses.

The Company shall reimburse all reasonable and documented fees and out-of-pocket expenses (including success or completion fees) of the Ad Hoc First Lien Group Advisors (regardless of whether such fees and expenses were incurred before or after the Petition Date and, in each case, in accordance with any applicable engagement letter or fee reimbursement letter with the Company, which agreements shall not be terminated by the Company before the termination of this Agreement) within five (5) Business Days of the delivery to the Company of any invoice in respect thereto subject in all respects to any order of the Bankruptcy Court governing the payment of any such fees and expenses; provided that to the extent that the Company terminates this Agreement under Section 5(c), the Company’s reimbursement obligations under this Section 29 shall survive with respect to any and all such fees and expenses incurred on or prior to the date of such termination (subject to the Company’s right to dispute the reasonableness of any such fees and expenses in accordance with this Agreement).

29. Other Support Agreements.

During the Support Period, no Company Party shall enter into any other restructuring support agreements related to a partial or total restructuring of the Company without the prior written consent of the Requisite Consenting Creditors in their sole and absolute discretion.

30. Action by the Requisite Consenting Creditors.

Each Consenting Creditor agrees and acknowledges that any action, approval, direction, consent or waiver taken, provided or approved by the Requisite Consenting Creditors under this Agreement and all Exhibits hereto shall be deemed to constitute the action, approval, direction, consent or waiver of, or by, each Consenting Creditor, whether or not such Consenting Creditor has assented to such action, approval, direction, consent or waiver. In furtherance of the foregoing, subject to the consent rights set forth in Section 9, each Consenting Creditor agrees to take any action or inaction as may be reasonably requested in respect of the Restructuring by (i) the Company Parties and consented to by the Requisite Consenting Creditors, or (ii) the Requisite Consenting Creditors, in each case in order to effectuate any action, approval, direction, consent or waiver taken, provided or approved by the Requisite Consenting Creditors.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.

Company Signature Page to

the Restructuring Support Agreement

[COMPANY SIGNATURE PAGE TO RESTRUCTURING SUPPORT AGREEMENT]

Consenting Creditor Signature Page to

the Restructuring Support Agreement

[CONSENTING CREDITOR SIGNATURE PAGE TO RESTRUCTURING SUPPORT AGREEMENT]

EXHIBIT A

Restructuring Term Sheet

EXECUTION VERSION

CANO HEALTH, INC.

RESTRUCTURING TERM SHEET

February 4, 2024

This restructuring term sheet (this “Term Sheet”) presents the principal terms of a proposed financial restructuring (the “Restructuring”) of the existing capital structure of Cano Health, Inc. (“CHI”) and its direct and indirect subsidiaries identified below, in voluntary cases (the “Chapter 11 Cases”) commenced by the Debtors (as defined below) in the United Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code” and, the date upon which such Chapter 11 Cases are commenced, the “Petition Date”). This is the Term Sheet referred to in, and appended to, the Restructuring Support Agreement, dated as of February 4, 2024, by and among the Company (defined below) and the Consenting Creditors (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “RSA”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the RSA or Annex 1 hereto, as applicable.

THIS TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER OR A SOLICITATION OF AN OFFER OR ANY OTHER SOLICITATION WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH AN OFFER, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND/OR OTHER APPLICABLE LAWS.

THIS TERM SHEET DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN. THE CLOSING OF ANY TRANSACTION WILL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS. EXCEPT AS SET FORTH IN THE RSA, NO BINDING OBLIGATIONS WILL BE CREATED BY THIS TERM SHEET UNLESS AND UNTIL BINDING DEFINITIVE DOCUMENTS ARE EXECUTED AND DELIVERED BY ALL APPLICABLE PARTIES.

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Annex 1

Defined Terms

Defined Terms

Defined Terms

Defined Terms

Defined Terms

EXHIBIT B

FORM OF JOINDER AGREEMENT FOR CONSENTING CREDITORS

This Joinder Agreement to the Restructuring Support Agreement, dated as of [•], 2024 as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Company and the Consenting Creditors is executed and delivered by         (the “Joining Party”) as of    , 2024. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

1. Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Agreement (as the same has been or may be hereafter amended, restated or otherwise modified from time to time in accordance with the provisions thereof).

2. Effectiveness. Upon delivery of a signature page for this joinder, the Joining Party shall be deemed to be a “Consenting Creditor” and a “Party” for all purposes under the Agreement and with respect to any and all Claims held by such Joining Party.

3. Representations and Warranties. With respect to the aggregate principal amount of outstanding Secured Loans and/or Senior Notes set forth below its name on the signature page hereto, the Joining Party hereby makes the representations and warranties of the Consenting Creditors set forth in Section 7 and Section 24 of the Agreement.

4. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of laws provisions which would require the application of the law of any other jurisdiction.

5. Notice. All notices and other communications given or made pursuant to the Agreement shall be sent to:

The Joining Party at:

[JOINING PARTY]

[ADDRESS]

Attention:

E-mail:

[Signature Page Follows]

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as of the date first written above.

[SIGNATURE PAGE TO JOINDER AGREEMENT]

Exhibit 10.2

Senior Executive KERP

Privileged & Confidential

January 31, 2024

[EMPLOYEE NAME]

Cano Health, LLC

9725 NW 117th Ave, 2nd Floor

Miami, FL 33178

Via Electronic Mail

Re: Cano Health - Key Employee Retention Bonus

Dear [•]:

In recognition of your continuing key role at Cano Health, LLC (together with its subsidiaries, the “Company”), you shall be eligible to earn a retention bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”). This Agreement is made among the Company, Cano Health, Inc. (the “Parent”), and you, and shall become effective on the date set forth on the signature page hereto (the “Effective Date”).

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[Signature Page Follows]

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To accept this Agreement, please sign where indicated below.

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made among Cano Health, LLC (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”), and deMarquette Kent (the “Executive”), effective as of January 1, 2024 (the “Effective Date”).

WHEREAS, upon the Effective Date the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and conditions contained herein.

WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement, dated December 9, 2022, as amended by that certain First Amendment to Employment Agreement, effective April 5, 2023 (the “Initial Agreement”);

WHEREAS, the Executive, the Company and the Parent subsequently entered into that certain Interim Chief Executive Officer Agreement, dated June 16, 2023 (such letter agreement, collectively with the Initial Agreement, the “Previous Agreements”), pursuant to which the Executive was employed as the Chief Executive Officer on an interim basis;

WHEREAS, effective August 19, 2023, the Executive was appointed Chief Executive Officer and the “interim” title was removed;

WHEREAS, upon the Effective Date of this Agreement, this Agreement amends, restates, and supersedes in its entirety the Previous Agreements and supersedes in all respects all other prior agreements, promises, and understandings between the Executive and the Company, the Parent, or any of their respective subsidiaries, verbal or written, regarding the subject matter herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment.

(a) Term. The Company shall employ the Executive, and the Executive shall be employed by the Company, pursuant to the terms of this Agreement commencing on the Effective Date and, unless the Executive’s employment terminates sooner in accordance with the provisions of Section 3, continuing until the 2^nd anniversary of the Effective Date (the “Initial Term”); provided that the employment period (the “Term”) shall be renewed automatically for successive periods of 1 year (each 1-year successive period a “Renewal Term”), unless the Company delivers to the Executive, or the Executive delivers to the Company, written notice of the Company’s or the Executive’s, as applicable, election not to renew the Term for the following Renewal Term (a “Non-Renewal Notice”) in accordance with Section 3(f).

(b) Position and Duties. The Executive shall serve as the Company’s Chief Executive Officer and shall perform the duties customarily performed by the chief executive officer of a publicly traded company, as well as such other additional duties as may from time to time be prescribed by the Parent’s Board of Directors (the “Board”), in its discretion. The Executive shall devote the Executive’s full working time and best efforts to the Company’s business and affairs. Notwithstanding the foregoing, the Executive may engage in religious, charitable, or other community service activities, as long as such activities do not interfere or conflict with the Executive’s performance of his duties to the Company under this Agreement.

2. Compensation and Related Matters.

(a) Base Salary. As of the Effective Date, the Executive’s base salary shall be paid at the annualized gross rate of Five Hundred Twenty-Five Thousand and 00/100 Dollars ($525,000.00), less taxes, withholdings, and deductions that are authorized or required by law. The Executive’s base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the “Compensation Committee”), provided that the Executive’s base salary may be increased, but not decreased, below the initial base salary of $525,000.00. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers.

(b) Incentive Compensation. The Executive shall be eligible to receive cash incentive compensation as determined by the Compensation Committee or the Board, from time to time (“Incentive Compensation”). For each fiscal year beginning with the fiscal year ending December 31, 2024, the Executive’s target annual Incentive Compensation shall be 75% of the Base Salary (referred to herein as the “Target Bonus”), subject to increase as determined by the Board or the Compensation Committee in their sole discretion. Except as may be set forth in any applicable Incentive Compensation plan and subject to any required approval of the Board or the Compensation Committee, including pursuant to applicable law, rule, regulation, national securities exchange listing standards or requirements, or the Charter of the Compensation Committee, the actual amount to be paid to the Executive as Incentive Compensation, if any, shall be determined in the sole discretion of the Board and/or the Compensation Committee, applying corporate performance targets and other criteria substantially similar to the targets and other criteria applied when determining incentive compensation for the Company’s other executive officers, which criteria shall include, without limitation, corporate financial performance and individual performance measurements or evaluations. Except as may be provided by the Board or the Compensation Committee, or as may otherwise be set forth in any applicable Incentive Compensation plan or this Agreement, the Executive will not be deemed to have earned, and will not be paid, any Incentive Compensation in respect of a bonus for a fiscal period unless the Executive is actively employed by the Company on the date on which the Company is paying its other senior executives under such bonus program. The parties agree that the Executive’s bonus in respect of Incentive Compensation for the fiscal year ended December 31, 2023 shall be One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00), which bonus shall be paid to Executive by March 1, 2024, subject to the Executive’s continued active employment with the Company on the date of payment.

(c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers.

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(d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans. The Company, however, retains the right to modify, amend, and discontinue benefits in its sole discretion.

(e) Paid Time Off. The Executive shall be entitled to take paid time off in accordance with the Company’s applicable paid time off policy for executives, as may be in effect from time to time (and which is subject to change, with or without notice).

(f) Annual Equity Plan Award. Subject to approval by the Compensation Committee or the Board, the Executive shall be eligible to receive an annual award under Parent’s equity compensation plan with a target value of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) (the “Target Annual Equity Plan Award Value”) at substantially the same time as annual awards are granted to the Company’s other executive officers under the Parent’s equity compensation plan, which award shall be subject to the terms and conditions of the Parent’s 2021 Stock Option and Incentive Plan (as it may be amended, the “2021 Stock Plan”) (or any successor, replacement or additional equity compensation plan as may be approved from time to time by the Board or Compensation Committee and, to the extent applicable, the Parent’s stockholders (a “Successor Stock Plan”)) and shall be comprised of any type of awards which may be granted under the applicable plan, including (i) stock options to purchase Class A common stock of the Parent (“Parent Stock”), subject to a form of award agreement substantially in the form of Non-Qualified Stock Option Agreement attached hereto as Exhibit B (or, if applicable, any Non-Qualified Stock Option Agreement adopted for a Successor Stock Plan), (ii) service-based and/or performance-based restricted stock units (“RSUs”) in respect of Parent Stock, subject to an award agreement in respect of service-based RSUs substantially in the form attached hereto as Exhibit C and in respect of performance-based RSUs substantially in the form attached hereto as Exhibit D (or, in each case, if applicable, any Restricted Stock Unit Award Agreement adopted for a Successor Stock Plan) (in the case of the award agreement for each of a stock option, service-based RSU and performance-based RSU, with such adjustments thereto, including, without limitation, with respect to the vesting schedule and any performance goals and/or hurdles, as may be determined by the Board or Compensation Committee in its respective sole discretion), and/or (iii) cash-based awards, as allocated among award types as determined by the Compensation Committee or the Board. Notwithstanding the foregoing or anything to the contrary contained herein, the parties agree that the Executive’s annual equity plan award as contemplated by this Section 2(f) for the fiscal year ending December 31, 2024 shall be a Cash-Based Award (as defined in the 2021 Stock Plan) under the 2021 Stock Plan, with 50% of such award to be payable in the first quarter of 2025 and 50% of the award to be payable in the first quarter of 2026, subject to the achievement of the applicable performance goals or metrics and the terms and conditions of the 2021 Stock Plan and any applicable award agreement.

(g) Retention Bonus. If (i) the Executive remains employed by the Company through December 9, 2024 or (ii) prior to December 9, 2024, the Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 3(d) of this Agreement) or by the Executive for Good Reason after following the Good Reason Process (as defined in Section 3(e) of this Agreement), and, in the case of each of clause (i) and (ii), as the case may be, the Executive has remained in compliance with all of the Continuing Obligations (as defined in Section 8 of this Agreement) through December 9, 2024, then the Company shall pay the Executive Three Million Six Hundred Thousand and 00/100 Dollars ($3,600,000.00) as a retention bonus in the Company’s first payroll cycle following December 9, 2024, in accordance with the Company’s then standard payroll practices.

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3. Termination. Notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment hereunder may be terminated at any time, without breaching this Agreement, under the following circumstances:

(a) Death. The Executive’s employment hereunder shall terminate upon the Executive’s death.

(b) Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform or expected to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the Company’s request shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, then the Company’s determination of such issue shall be final and binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law, including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq., and the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq.

(c) Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:

(i) a material act of misconduct by the Executive in connection with the performance of the Executive’s duties, including, without limitation: (A) a willful failure or refusal to perform material responsibilities that have been requested by the Board, or (B) misappropriation of funds or property of the Company or the Parent, or any of their respective subsidiaries or affiliates, other than the occasional, customary and de minimis use of the Company’s or Parent’s, or their respective subsidiaries’ or affiliates,’ property for personal purposes;

(ii) the Executive’s conviction of or plea of guilty or nolo contendere to: (A) any felony; or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) a material breach by the Executive of any provisions of this Agreement, including the Continuing Obligations (defined below) or any of the other provisions contained in Section 8 of this Agreement;

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(iv) a material violation by the Executive of any of the Company’s written employment policies regarding discrimination, harassment, retaliation, or workplace safety; or

(v) the Executive’s failure to materially cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation (after the Executive receives notices to preserve such documents or other materials) or the willful inducement of others to fail to cooperate or to produce documents or other materials with such investigation.

(vi) The Executive will be provided written notice of any alleged action or inaction giving rise to “Cause” under clauses (i), (iii), (iv) or (v) describing with reasonable particularity the basis for such “Cause” and will be provided 30 calendar days from the date of such notice to cure such alleged action or inaction, to the extent capable of being cured. If timely cured to the reasonable satisfaction of the Board, such occurrence will not constitute “Cause.”

(d) Termination by the Company without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement (other than: (y) a termination for Cause under Section 3(c); or (z) a termination resulting from the death or disability of the Executive under Sections 3(a) or (b)), including a termination resulting from the Company’s election not to renew the Initial Term, the Term, or any Renewal Term under Section 3(f), shall be deemed a termination without Cause.

(e) Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including, but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

(i) a substantial and material diminution in the Executive’s responsibilities, authority, or duties, such that the reduced responsibilities, authority, and/or duties are inconsistent or incompatible with the duties customarily performed by a chief executive officer of a publicly traded company;

(ii) a material diminution in the Executive’s Base Salary, Executive’s Target Bonus, and/or Target Annual Equity Plan Award Value (collectively, the “Total Target Compensation”), except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all of the Company’s senior management employees;

(iii) a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of more than 30 miles of driving distance to such location from the Executive’s principal residence as of such change (provided that the requirement that the Executive provide services at the location of the current headquarters of the Company shall not trigger “Good Reason”); or

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(iv) a material breach of this Agreement by the Company. 

The “Good Reason Process” consists of the following steps:

(i) the Executive reasonably determines in good faith that a Good Reason Condition has occurred;

(ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 30 calendar days after the first occurrence of such condition;

(iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 60 calendar days following such notice (the “Cure Period”), to remedy the Good Reason Condition;

(iv) notwithstanding such efforts, the Good Reason Condition continues to exist at the end of the Cure Period; and

(v) the Executive terminates employment within 60 calendar days after the end of the Cure Period.

If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f) Termination by Notice of Non-Renewal. The Executive and/or the Company may terminate the Executive’s employment by delivering a Non-Renewal Notice which: (i) if delivered by the Executive, must be delivered to the Company at least 180 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable, and (ii) if delivered by the Company, must be delivered to the Executive at least 90 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable.

4. Matters Related to Termination.

(a) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(b) Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30 days after the date on which a Notice of Termination is given; (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period; and (vi) if the

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Executive’s employment is terminated on account of either party providing a Notice of Non-Renewal, the last day of the Initial Term or then current Renewal Term, as applicable. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination or Notice of Non-Renewal to the Company, or if the Executive otherwise resigns from his employment with the Company, then the Company may, in its discretion, unilaterally accelerate the Date of Termination and such acceleration shall not be considered a termination by the Company for purposes of this Agreement.

(c) Accrued Obligations. If the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, then the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate): (i) any Base Salary earned through the Date of Termination and, if applicable, any accrued but unused vacation through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by Executive and the Company, the Executive shall be deemed to have resigned from all officer, employee, board member and committee member positions, and any other similar positions, that the Executive holds with the Company, the Parent, or any of their respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason, including termination by the Company with or without Cause and termination by the Executive with or without Good Reason. The Executive shall execute any documents in reasonable form and take such other customary actions as may be requested by the Company to confirm, or otherwise in furtherance of, such resignations; it being agreed and understood, however, that such resignations shall be effective, immediately and automatically upon the termination of the Executive’s employment.

5. Severance Pay and Benefits Upon Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) (including the Company’s delivery of a Non-Renewal Notice as provided in Section 3(f)), or the Executive terminates employment for Good Reason as provided in Section 3(e), then, in addition to the Accrued Obligations, and subject to the Executive delivering (and not revoking) an executed “Separation Agreement and General Release of Claims” (“Separation Agreement”) in a form provided by the Company, the Company shall pay or provide the Executive with the following starting within 60 days after the Executive’s Date of Termination (following the payment terms below under this Section 5):

(a) Severance Payments Outside a Change in Control Period. If the date of the Notice of Termination provided under Section 4 is not within 12 months following a Sale Event (as defined in the 2021 Stock Plan) (a “Change in Control Period”), the Company shall pay the Executive an amount equal to: (i) 12 months of the Executive’s Base Salary (ignoring any reduction that constitutes Good Reason); (ii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination; and (iii) a pro rata portion of the Executive’s Target Bonus for the year in which the Executive’s employment is

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terminated (ignoring any reduction that constitutes Good Reason), which payment under this clause (iii) shall be contingent upon and adjusted based upon the Compensation Committee’s approval of the Company’s annual performance against the applicable bonus performance targets and paid out and at the same time as payments are being made to the Company’s other senior executives.

(b) Severance Payments During a Change in Control Period. If the date of the Notice of Termination provided under Section 4 is during a Change in Control Period (even if the Date of Termination does not occur during a Change in Control Period), the Executive shall be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) the Executive’s Base Salary (ignoring any reduction that constitutes Good Reason) and (y) the average annual Incentive Compensation paid to the Executive in each of the 2 completed years prior to the year of the Executive’s Date of Termination (provided that, if Incentive Compensation has not been paid to the Executive for each of the prior 2 years, such amount shall be the Executive’s Target Bonus for the current year) (ignoring any reduction that constitutes Good Reason); (ii) a pro rata portion of the Executive’s Target Bonus for the year in which the Executive’s employment is terminated (ignoring any reduction that constitutes Good Reason); (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination; and (iv) full acceleration of vesting of all outstanding equity awards granted by the Parent and held by the Executive, including any outstanding annual equity awards granted pursuant to Section 2(f) hereof to the extent such acceleration of vesting is permissible under Section 409A of the Code (provided, however, that, unless otherwise specified in the applicable award agreement or Stock Plan, the acceleration of vesting of any awards subject to performance-based vesting criteria shall be determined by the Board or the Compensation Committee, with the determination to be made based on relevant facts and circumstances as of the time of such termination, including, without limitation, how much of the performance period has elapsed and the actual performance of the Company and/or the Executive, as applicable).

(c) Subject to the Executive’s copayment of premium amounts at the applicable active employee rate and the Executive’s timely and proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive, upon COBRA election proof of payment, equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of: (i) the 12 month anniversary of the Date of Termination; (ii) the date that the Executive becomes eligible for group medical plan benefits under any other employer group medical plan; or (iii) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates.

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Subject to the execution (and non-revocation) of the Separation Agreement in accordance with first paragraph of Section 5, the amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s normal payroll practice over 12 months commencing within 60 days after the Date of Termination (except that any payments of Incentive Compensation or Executive’s Target Bonus shall be paid according to the terms of the plan/program applicable to each, which in all cases would be in lump-sum payments of such bonus amounts); provided, however, that if the 60-day period following Executive’s Date of Termination begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

6. Additional Limitation.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(b) For purposes of this Section 6, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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(c) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 6(a) shall be made by an independent (not otherwise employed by the Company), nationally recognized accounting firm selected and paid for by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

7. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) 6 months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the 6-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

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(e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such section.

8. Continuing Obligations. For purposes of this Agreement, the obligations in this Section 8 shall collectively be referred to as the “Continuing Obligations.”

(a) Non-Competition. The Executive agrees that during the period of his employment with the Company (or the Parent, or any subsidiary or affiliate of the Company or the Parent) and for 24 months following the Executive’s separation of employment for any reason (the “Restricted Period”), the Executive shall not, directly or indirectly, own any interest in, manage, operate, join, control or participate in the ownership, management, operation or control of, or be an officer or employee of, or serve as a director (or similar position) for or as a consultant or advisor to, any business or organization that provides, directly or indirectly (including as a provider or as a management services organization), in a primary care clinic setting (which includes, without limitation, the practice of primary care medicine in a multidisciplinary clinic), professional medical services, diagnostic, therapeutic and ancillary services, nursing and other clinical services, outpatient healthcare services, pharmacy services, or any other services incident to the operation of an internal medicine practice in a primary care clinic setting or any other services or lines of business being conducted by the Company at the time of the Executive’s separation provided that they constitute a material source of the Company’s revenues or earnings (each, a “Restricted Business”). The foregoing restriction shall apply to any state, province, territory or possession of the U.S. where the Company, Parent and/or any of their respective subsidiaries or affiliates, conduct a Restricted Business at the time of the Executive’s separation (or have expended material resources or time to plan the conduct of a Restricted Business, which plans remain active and have not been abandoned at the time of the Executive’s termination) (the “Restricted Territory”). The foregoing shall not restrict the Executive from owning up to 1% of any class of securities of any person engaged in a Restricted Business if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as long as such securities are held solely as a passive investment and not with a view to influencing, controlling or directing the affairs of such person.

(b) Non-Solicitation. The Executive agrees that, during the Restricted Period, the Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person or entity: (i) solicit, induce, attempt to solicit or induce, or hire or attempt to hire any person that is, or was within 12 months prior to the Executive’s separation date, an employee of the Company, Parent and/or any of their respective subsidiaries or affiliates; provided, however, this Section 8(b) shall not be breached by a solicitation to the general public or through general advertising; or (ii) solicit, advise or encourage any person, firm, government agency or corporation (a “Customer”), including, without limitation, any potential customer of the Company, Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was

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engaged in discussion with the Company, Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, Parent and/or any of their respective subsidiaries or affiliates (or with whom the Executive actively worked during employment), to withdraw, curtail or cancel its business (or potential business) with the Company, Parent and/or any of their respective subsidiaries or affiliates.

(c) Non-Disparagement. During the period of the Executive’s employment with the Company (or the Parent, or any subsidiary or affiliate of the Company or the Parent) and at all times thereafter, the Executive agrees that he will not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of the Company, the Parent, or any of their respective subsidiaries or affiliates, their respective businesses, products or services, or any of their present or former officers, directors, members, stockholders, managers or employees.

(d) Confidentiality. The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive, the Company, and the Parent with respect to all Confidential Information (defined below). At all times, both during the Executive’s employment with the Company and after separation of employment for any reason, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the prior written consent of the Company, except as may be necessary in the ordinary course of performing the Executive’s duties to the Company or Parent.

“Confidential Information” means all information belonging to the Company, Parent, or any of their subsidiaries or affiliates which is of any value to the Company, Parent, or any of their subsidiaries or affiliates in the course of conducting their business and the disclosure of which, would result in a competitive or other disadvantage to the Company, Parent, or any of their subsidiaries or affiliates. Confidential Information includes, without limitation: financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Company, Parent, or any of their subsidiaries or affiliates. Confidential Information includes information developed by the Executive in the course of the Executive’s employment by the Company, as well as other information to which the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the confidential information of others with which the Company or Parent has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation, or legal process (provided that, to the extent not prohibited by law, the Executive shall provide the Company with prior notice of the contemplated disclosure and shall cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information).

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(e) Return of Company Property. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company, Parent and/or any of their respective subsidiaries or affiliates in: (i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company, the Parent, and/or their respective subsidiaries and affiliates which relate to events or occurrences that transpired while the Executive was employed by the Company; and (ii) the investigation, whether internal or external, of any matters about which the Company believes the Executive may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available at mutually convenient times to meet with counsel to answer questions truthfully or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company, the Parent, and their respective subsidiaries and affiliates in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8(d).

(g) Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes or threatens to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach or threatened breach without showing or proving any actual damage to the Company.

(h) Reasonable Limitation and Severability. The parties agree that the above restrictions are: (i) appropriate and reasonable given the Executive’s role with and knowledge of the Company and Parent, and are necessary to protect the interests of the Company and Parent; and (ii) completely severable and independent agreements supported by good and valuable consideration and, as such, shall survive the termination of this Agreement for any reason whatsoever. The Executive acknowledges that the Executive has carefully considered the terms of this Agreement, including the restrictive covenants set forth in this Section 8, and acknowledges that if this Agreement is enforced according to its terms, the Executive will be able to earn a reasonable living in commercial activities unrelated to the Company’s business in locations satisfactory to the Executive. The Executive also acknowledges that the restrictive covenants set forth in this Section 8 are a vital part of and are intrinsic to the Company’s ongoing operations, in light of the nature of the Company’s business and the unique position, skills and knowledge of the

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Executive with the Company. The parties further agree that any invalidity or unenforceability of any one or more of such restrictions on competition or solicitation shall not render invalid or unenforceable any remaining restrictions on competition or solicitation. Additionally, should a court of competent jurisdiction determine that the scope of any provision of this Section 8 is too broad to be enforced as written, the parties hereby authorize the court to reform the provision to such narrower scope as it determines to be reasonable and enforceable and the parties intend that the affected provision be enforced as so amended. The Executive acknowledges and agrees that to the extent the Executive has breached or is in breach of any of the covenants set forth in Sections 8(a) or (b), the Restricted Period shall be extended by an amount of time equal to the duration of such breach.

(i) Preservation of Rights.

(i) Notwithstanding anything in this Agreement to the contrary, The Executive is not prohibited or limited in any way: (A) from communicating with or disclosing information in good faith to any federal, state, or local governmental agency, law enforcement agency, inspector general, legislative body, or public or governmental official (or any staff member to or personnel of the foregoing) (collectively, “Government Agencies”) regarding alleged unlawful conduct by the Company or Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or Parent; (C) from filing a charge or complaint with any administrative agency, such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Securities and Exchange Commission (“SEC”), or a state fair employment practice agency, or from communicating directly with or providing information or testimony before an administrative agency, or otherwise from participating in an agency proceeding or investigation; (D) from discussing with or disclosing to Government Agencies information about alleged unlawful acts in the workplace; (E) from exercising the Executive’s rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”); or (F) from otherwise making disclosures that are protected under applicable law, including, without limitation, rules or regulations promulgated by the SEC, the NLRB, the EEOC, or any other federal, state, or local government agency. The Executive understands that nothing in this Agreement limits the Executive’s right to communicate with any Government Agencies or otherwise to participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agencies, including by providing documents or other information, without providing notice to or obtaining approval from the Company or Parent. The Executive may provide confidential information to Government Agencies without risk of being held liable for damages or financial penalties, and the Executive retains the right to receive an award for information provided to any Government Agencies, including, without limitation, the SEC.

(ii) Notwithstanding anything in this Agreement to the contrary, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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9. Stock Ownership Guidelines; Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s stock ownership guidelines and/or stock ownership policy, as well as its Insider Trading Policy, Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics. For the avoidance of doubt, while the Company’s stock ownership guidelines and/or stock ownership policy will not apply to the Executive following the Executive’s termination of employment for any reason, Executive will continue to abide by the provisions of the Insider Trading Policy that continue to apply after the Term.

10. Recoupment Policy. The Executive agrees to be subject to and bound by the terms of any compensation recoupment policy adopted by the Board or Compensation Committee, including without limitation, the Recovery of Erroneously Awarded Compensation Policy required by the listing standards of the New York Stock Exchange and any other policy intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Executive shall execute any documents in reasonable form and take such other actions as may be requested by the Company or Parent to confirm, or otherwise in furtherance of, compliance with any such recoupment policies.

11. Representations. The Executive represents that the credentials and information provided by the Executive to the Company (or its agents) related to the Executive’s qualifications and ability to perform the position and duties set forth in Section 1(b) are true and correct.

12. Proprietary Information and Inventions Agreement. As a condition of the Executive’s continued employment with the Company, the Executive will sign the Proprietary Information and Inventions Agreement (the “PIIA”), attached hereto as Exhibit A. Nothing in or about this Agreement (including the PIIA), however, prohibits the Executive from: (a) filing and, as provided for under Section 21F of the Exchange Act, maintaining the confidentiality of a claim or complaint with the U.S. Securities and Exchange Commission (the “SEC”); (b) providing any information about this Agreement to the SEC, or providing the SEC with information that would otherwise violate any section of this Agreement, to the extent permitted by Section 21F of the Exchange Act; (c) cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (d) receiving a monetary award as set forth in Section 21F of the Exchange Act.

13. Arbitration of Disputes.

(a) Arbitration Generally. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination or retaliation, whether based on race, color, religion, national origin, sex, gender, age, disability, handicap, sexual orientation, or any other protected class under applicable law) shall, to the fullest extent permitted by law, be settled by arbitration, before a single arbitrator, in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of JAMS in Miami, Florida in accordance with the JAMS Employment Arbitration Rules, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The Executive understands that the Executive may only bring such claims in the Executive’s individual capacity, and not as a plaintiff or class member in any

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purported class proceeding or any purported representative proceeding. The Executive further understands that, by signing this Agreement, the Company and the Executive are giving up any right they may have to a jury trial on all claims they may have against each other. Judgment upon the award rendered by the single arbitrator may be entered in any court having jurisdiction thereof. This Section 13 shall be specifically enforceable. Notwithstanding the foregoing, this Section 13 shall not: (i) preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary or permanent injunction in circumstances in which such relief is appropriate, including without limitation, relief sought in connection with the Continuing Obligations; or (ii) preclude the Executive from filing an administrative charge or complaint with the Equal Employment Opportunity Commission, the Florida Commission on Human Relations, or any other federal, state, or local agency in connection with an employment-related dispute or claim; or (iii) require the Executive to arbitrate a sexual harassment dispute or a sexual assault dispute unless the Executive voluntarily elects to arbitrate such dispute in accordance with this Section 13; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 13.

(b) Arbitration Fees and Costs. Each party shall pay its own costs and attorneys’ fees, if any, in connection with any arbitration. If, however, any party prevails on a statutory or contractual claim that affords the prevailing party attorneys’ fees (including pursuant to this Agreement), the arbitrator may award attorneys’ fees to the prevailing party to the extent permitted by law.

14. Governing Law and Consent to Jurisdiction. This is a Florida contract and shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit. To the extent that any court action is permitted consistent with or to enforce Section 13 of this Agreement, the parties hereby consent to the jurisdiction of the state and federal courts of the State of Florida. Accordingly, with respect to any such court action, the Executive: (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

15. Waiver of Jury Trial. Each of the Executive, the Company, and the Parent irrevocably and UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR THE PARENT OR ANY AFFILIATE OF THE COMPANY, INCLUDING WITHOUT LIMITATION THE EXECUTIVE’S, THE COMPANY’S, OR THE PARENT’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT.

16. Integration. This Agreement, the PIIA, the exhibits attached hereto and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter, including but not limited to, the Previous Agreements.

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17. Withholding; Tax Effect. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

18. Successors and Assigns. None of the Executive, the Company, or the Parent may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company or Parent may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive’s consent to any affiliate or to any person or entity with whom the Company or Parent shall hereafter effect a reorganization or consolidation, into which the Company or Parent merges or to whom it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive, the Company, and the Parent, and each of the Executive’s, the Company’s, and the Parent’s respective successors, executors, administrators, heirs, and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment, but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation).

19. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by an arbitrator or a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

20. Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

21. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

22. Notices. Any notices, requests, demands, and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address on file with the Company for the Executive, in the case of the Company or the Parent, at their respective main offices, attention of: General Counsel and Corporate Secretary.

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23. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company and the Parent.

24. Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs, or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s or Parent’s benefit plans, programs or policies, except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company or Parent severance pay plan, offer letter, or otherwise. In the event that the Executive is party to an agreement with the Company or Parent providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

26. Indemnification.

(a) As Chief Executive Officer, you will be covered by (i) the indemnification provisions under the Parent’s Certificate of Incorporation and other governing instruments, as in effect from time to time, on terms and conditions no less favorable than those provided to other directors and executive officers of the Company or Parent; and (ii) any contract of directors and officers liability insurance that covers other directors and executive officers of the Company or Parent, with coverage that is no less favorable than that provided to other directors and executive officers of the Company or Parent.

(b) Capitalized terms used in this Section 26(b) that are not otherwise defined in this Agreement shall have the meaning ascribed to them in the Parent’s Certificate of Incorporation (the “Certificate”). The Parent shall advance all Expenses incurred by or on behalf of the Executive in connection with any Proceeding in which the Executive is involved by reason of the Executive’s Corporate Status within thirty (30) days after the receipt by the Parent of a written statement from the Executive requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Executive and shall be preceded or accompanied by an undertaking by or on behalf of the Executive to repay any Expenses so advanced if it shall ultimately be determined that the Executive is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Parent shall advance all Expenses incurred by or on behalf of the Executive seeking advancement of expenses hereunder in connection with a Proceeding initiated by the Executive only if such Proceeding (including any parts of such Proceeding not initiated by the Executive) was (i) authorized by the Board, or (ii) brought to enforce the Executive’s rights to indemnification or advancement of Expenses under the Certificate.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.

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Exhibit A

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

(THE “AGREEMENT”)

The following confirms and memorializes an agreement that Cano Health, LLC, a Florida limited liability company (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”), and I (deMarquette Kent) have had since the commencement of my employment (which term, for purposes of this Agreement, shall be deemed to include any relationship of service to the Company or Parent that I may have had prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for my employment by the Company:

1. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement or my employment with the Company. I will not violate any agreement with or rights of any third party or, except as expressly authorized by the Company in writing hereafter, use or disclose my own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of the Company or Parent. Further, I have not retained anything containing any confidential information of a prior employer or other third party, whether or not created by me.

2. The Company shall own, and I hereby assign to the Company, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information (collectively, “Inventions”) made or conceived or reduced to practice, in whole or in part, by me during the term of my employment with the Company (collectively, “Company Inventions”), and I will promptly disclose all Company Inventions to the Company. The term “Company Inventions” will not include any Invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on my own time, unless (a) the Invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by me for the Company. Without disclosing any third party confidential information, I will also disclose anything I believe is excluded by the foregoing so that the Company can make an independent assessment. I shall further assist the Company, at the Company’s expense, to further evidence, record and perfect the foregoing assignment and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. I hereby irrevocably designate and appoint the Company as my agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in my behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me. If I wish to clarify that something created by me prior to my employment that relates to the Company’s actual or proposed business is not within the scope of the foregoing assignment, I have listed it on Appendix A in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 or the Company’s other rights and remedies, if, when acting within the scope of my employment or otherwise on behalf of the Company or Parent, I use or (except pursuant to this Section 2) disclose my own or any third party’s confidential information or intellectual property (or if any Company Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), the Company will have, and I hereby grant the Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights.

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3. To the extent allowed by law, paragraph 2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such Moral Rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by the Company.

4. I agree that all Company Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) I develop, learn or obtain during the term of my employment that relate to the Company or Parent, or the business, or demonstrably anticipated business of the Company or Parent, or that are received by or for the Company or Parent in confidence, constitute “Proprietary Information.” I will hold in confidence and not disclose or, except within the scope of my employment, use any Proprietary Information. However, I shall not be obligated under this paragraph with respect to information I can document is or becomes readily publicly available without restriction through no fault of mine. Upon termination of my employment, I will promptly return to the Company all items containing or embodying Proprietary Information (including all copies), except that I may keep my personal copies of (i) my compensation records, (ii) materials distributed to shareholders generally and (iii) this Agreement. I also recognize and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice.

5. I agree that during the term of my employment with the Company (whether or not during business hours), I will not engage in any activity that is in any way competitive with the Company’s business, and I will not assist any other person or organization in competing or in preparing to compete with any of the Company’s business or demonstrably anticipated business.

6. I agree that this Agreement is not an employment contract for any particular term and that I have the right to resign and the Company has the right to terminate my employment at will, at any time, for any or no reason, with or without cause (all in accordance with the terms and conditions of my Employment Agreement). In addition, this Agreement does not purport to set forth all of the terms and conditions of my employment, and, as an employee of Company, I have obligations to Company which are not set forth in this Agreement. However, the terms of this Agreement govern over any inconsistent terms and can only be changed by a subsequent written agreement signed by another authorized officer of the Company and me.

7. I agree that my obligations under paragraphs 2, 3, and 4 of this Agreement shall continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to communicate my obligations under this Agreement to any future employer or potential employer of mine. My obligations under paragraphs 2, 3 and 4 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns.

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8. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Florida, without regard to the conflict of law provisions thereof. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by the Company, but any purported assignment or transfer by me is void. I also understand that any breach of this Agreement will cause irreparable harm to the Company and/or Parent for which damages would not be an adequate remedy, and, therefore, the Company or Parent will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond.

9. Pursuant to the federal Defend Trade Secrets Act of 2016, I acknowledge receipt of the following notice: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.” I further understand that nothing contained in this Agreement limits my ability to (A) communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company, or (B) share compensation information concerning myself or others, except that this does not permit me to disclose compensation information concerning others that I obtain because my job responsibilities require or allow access to such information.

10. Nothing in or about this Agreement prohibits me from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), maintaining the confidentiality of a claim with the U.S. Securities and Exchange Commission (the “SEC”); (ii) providing Proprietary Information or information about this Agreement to the SEC, or providing the SEC with information that would otherwise violate any section of this Agreement, to the extent permitted by Section 21F of the Exchange Act; (iii) cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the Exchange Act.

I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.

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APPENDIX A

PRIOR MATTER

NOT APPLICABLE

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Exhibit B

Form of Nonqualified Stock Option Award – Annual Awards

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NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE CANO HEALTH, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Cano Health, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Class A Common Stock, par value $0.0001 per share (the “Stock”) of the Company at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Stock Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates:

Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreement, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Cano Health, LLC, and the Optionee).

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For purposes hereof, “Cause” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Cause”, it shall mean:

(i) conduct by the Grantee constituting a material act of misconduct in connection with the performance of the Grantee’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Company; (B) dishonesty to the Company with respect to any material matter; or (C) misappropriation of funds or property of the Company any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes;

(ii) the commission by the Grantee of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) any misconduct by the Grantee, regardless of whether or not in the course of the Grantee’s employment, that would reasonably be expected to result in material injury or reputational harm to the Company any of its subsidiaries or affiliates if the Grantee were to continue to be employed in the same position;

(iv) continued unsatisfactory performance or non-performance by the Grantee of the Grantee’s duties (other than by reason of the Grantee’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such unsatisfactory performance or non-performance from the Company;

(v) a breach by the Grantee of any confidentiality, non-competition or other restrictive covenant obligations or any of the other provisions contained in any written employment agreement with the Company or a Subsidiary;

(vi) a material violation by the Grantee of any of the written employment policies of the Company or its subsidiaries; or

(vii) the Grantee’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes hereof, “Good Reason” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Good Reason”, it shall mean: (i) a material diminution in the Grantee’s responsibilities authority or duties, (ii) a material diminution in the Grantee’s base salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all similarly situated

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employees of the Company or its Subsidiaries, or (iii) a material change in the geographic location at which the Grantee provides services to the Company, such that there is an increase of at least 30 miles of driving distance to such location from the Grantee’s principal residence as of such change (provided that the requirement that the Executive provide services at the location of the current headquarters of the Company shall not trigger “Good Reason”), in each case so long as the Grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2, subject to providing Grantee with written notice thereof.

Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Stock Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above, provided that if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16 Optionee”), the Section 16 Optionee shall have the right to pay the purchase price for the Option Shares by net exercise as described in (iv) above without further approval by the Company. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Stock Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Stock Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

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(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Stock Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Stock Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Stock Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect.

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect.

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(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of 12 months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4. Incorporation of Stock Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Stock Plan, including the powers of the Administrator set forth in Section 2(b) of the Stock Plan. Capitalized terms in this Agreement shall have the meaning specified in the Stock Plan unless a different meaning is specified herein. If there is any inconsistency between the provisions of this Agreement and the Stock Plan, the provisions of the Stock Plan shall govern. If there is any inconsistency regarding the details of the Award grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Administrator authorizing the Award(s) subject to this Agreement, the Administrator’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (such method, “net settlement”), provided that if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Grantee shall have the right to elect net settlement without further approval by the Company.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Stock Plan or this Agreement to continue the Grantee in employment and neither the Stock Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. If the Grantee ceases employment with the Company and accepts employment with a competitor in violation of any confidentiality and non-competition obligations to the Company to which the Grantee is a party, then the Grantee shall be obligated to repay to the Company an amount equal to the value of any property issued in respect of the Award(s) which vested during the 12-month period prior to the date of the violation, in cash, based on the fair market value of the Stock on the date on which the underlying Award(s) vested and were settled, within 10 days of such acceptance of employment or other breach, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

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9. Integration; Severability; Headings. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. Notwithstanding any other provision of this Agreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the Administrator’s sole discretion, materially altering the intent of the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

10. Data Privacy Consent. In order to administer the Stock Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Stock Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

12. Governing Law and Exclusive Forum. This Agreement shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within such state. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts located in Miami, Florida in connection with any actions, suits or proceedings arising out of or relating to this Agreement. Each party agrees (i) not to commence any action, suit or proceeding relating thereto except in the above courts and (ii) that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party are or may be subject, by suit upon such judgment.

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13. Modifications to Agreement; Waivers. This Agreement may be altered, modified, changed or discharged in accordance with the terms of the Stock Plan. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

14. Other Company Actions. Nothing contained in this Agreement shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Award granted under this Agreement. Neither the Grantee nor any other person shall have any claim against the Company as a result of any such action.

15. No Violation of Securities Laws; Securities Trading Policy.

(a) The Company shall not be obligated to make any payment hereunder or issue any shares of Stock if such payment or issuance, in the opinion of counsel for the Company, would violate any applicable securities laws. The Company shall be under no obligation to register any shares of Stock or any other property pursuant to any securities laws on account of the transactions contemplated by this Agreement.

(b) The Grantee understands and agrees that under the Company’s Insider Trading Policy, as is in effect from time to time, a copy of which is available upon request from the Company’s General Counsel (the “Trading Policy”), the Grantee may be restricted from selling shares of Stock during certain “blackout trading” periods and even during certain “open trading window” periods they made need to obtain prior written approval for selling Shares from the Company’s Chief Compliance Officer. As of the date of this Agreement, the “blackout trading” periods commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1 and January 1) and continue for 2 full trading days after the public release of the Company’s earnings for the prior quarter (under the Trading Policy, these periods may change from time to time, and the Company may impose other restricted trading periods due to special circumstances).

16. Fractional Shares. Unless and until the Company in its sole discretion determines otherwise, no fractional shares of Stock shall be issued or delivered pursuant to this Agreement, and unless and until the Company in its sole discretion determines that cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares, any rights to any fractional share shall be canceled, terminated or otherwise eliminated, without payment of any consideration.

17. Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

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Exhibit C

Form of Service-Based Restricted Stock Unit Award – Annual Awards

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RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”)

FOR COMPANY EMPLOYEES

UNDER CANO HEALTH, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Cano Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units identified above (an “Award”) to the Grantee named above, subject to the terms and conditions of this Agreement and Grantee’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Stock”).

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Stock Plan and this Agreement. Thereafter, the Grantee shall comply with the Company’s Insider Trading Policy and other applicable policies as in effect from time to time with respect to its transactions with the Stock.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

Notwithstanding anything to the contrary in this Restricted Stock Unit Award Agreement, (a) in the event that this Award is not substituted, assumed or continued in connection with a Sale Event, 100% of any outstanding Restricted Stock Units shall become vested immediately prior to the consummation such Sale Event, (b) in the event that this Award is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any Converted Award shall become immediately vested upon the termination of the Grantee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company (or Subsidiary) or its successor without Cause or by the Grantee for Good Reason or due to the Grantee’s death or disability, and (c) the Restricted Stock Units shall be subject to additional vesting acceleration terms to the extent expressly provided by any written employment agreement between the Grantee and the Company or a Subsidiary.

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For purposes hereof, “Cause” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Cause”, it shall mean:

(i) conduct by the Grantee constituting a material act of misconduct in connection with the performance of the Grantee’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Company; (B) dishonesty to the Company with respect to any material matter; or (C) misappropriation of funds or property of the Company any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes;

(ii) the commission by the Grantee of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) any misconduct by the Grantee, regardless of whether or not in the course of the Grantee’s employment, that would reasonably be expected to result in material injury or reputational harm to the Company any of its subsidiaries or affiliates if the Grantee were to continue to be employed in the same position;

(iv) continued unsatisfactory performance or non-performance by the Grantee of the Grantee’s duties (other than by reason of the Grantee’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such unsatisfactory performance or non-performance from the Company;

(v) a breach by the Grantee of any confidentiality, non-competition or other restrictive covenant obligations or any of the other provisions contained in any written employment agreement with the Company or a Subsidiary;

(vi) a material violation by the Grantee of any of the written employment policies of the Company or its subsidiaries; or

(vii) the Grantee’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes hereof, “Good Reason” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Good Reason”, it shall mean: (i) a material diminution in the Grantee’s responsibilities authority or duties, (ii) a material diminution in the Grantee’s base salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all similarly situated employees of the Company or its Subsidiaries, or (iii) a material change in the geographic location at which the Grantee provides services to the Company, such that there is an increase of at least 30 miles

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of driving distance to such location from the Grantee’s principal residence as of such change (provided that the requirement that the Executive provide services at the location of the current headquarters of the Company shall not trigger “Good Reason”), in each case so long as the Grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2, subject to providing Grantee with written notice thereof.

3. Termination of Employment. If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of their successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable after any Restricted Stock Units vest in accordance with Paragraph 2 above (but in no event later than 60 days after the date on which such vesting occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until certificates representing such shares of Stock (which may be in book-entry form) have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to the Grantee (including through electronic delivery to a brokerage account), including, but not limited to, the right to vote and to receive dividends and other distributions. After any such issuance, recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Stock Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Stock Plan, including the powers of the Administrator set forth in Section 2(b) of the Stock Plan. Capitalized terms in this Agreement shall have the meaning specified in the Stock Plan unless a different meaning is specified herein. If there is any inconsistency between the provisions of this Agreement and the Stock Plan, the provisions of the Stock Plan shall govern. If there is any inconsistency regarding the details of the Award grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Administrator authorizing the Award(s) subject to this Agreement, the Administrator’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (such method, “net settlement”), provided that if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Grantee shall have the right to elect net settlement without further approval by the Company.

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7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Stock Plan or this Agreement to continue the Grantee in employment and neither the Stock Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. If the Grantee ceases employment with the Company and accepts employment with a competitor in violation of any confidentiality and non-competition obligations to the Company to which the Grantee is a party, then the Grantee shall be obligated to repay to the Company an amount equal to the value of any property issued in respect of the Award(s) which vested during the 12-month period prior to the date of the violation, in cash, based on the fair market value of the Stock on the date on which the underlying Award(s) vested and were settled, within 10 days of such acceptance of employment or other breach, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

9. Integration; Severability; Headings. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. Notwithstanding any other provision of this Agreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the Administrator’s sole discretion, materially altering the intent of the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

10. Data Privacy Consent. In order to administer the Stock Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Stock Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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11. Grantee’s Acknowledgment. By entering into this Agreement, the Grantee agrees and acknowledges that (a) they have received, read and understand a copy of the Stock Plan and this Agreement (including all exhibits and schedules hereto) and accepts the Award upon and subject to all of the terms thereof, and (b) that no member of the Administrator shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Stock Plan. The Grantee has reviewed with their own advisors the tax and other consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to all matters of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the grant of the Award under this Agreement is conditioned upon and subject to the Grantee’s execution and delivery to the Company of an executed copy of this Agreement (which may be electronically accepted by the Grantee pursuant to processes prescribed by the Company).

12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Governing Law and Exclusive Forum. This Agreement shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within such state. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts located in Miami, Florida in connection with any actions, suits or proceedings arising out of or relating to this Agreement. Each party agrees (i) not to commence any action, suit or proceeding relating thereto except in the above courts and (ii) that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party are or may be subject, by suit upon such judgment.

14. Modifications to Agreement; Waivers. This Agreement may be altered, modified, changed or discharged in accordance with the terms of the Stock Plan. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Other Company Actions. Nothing contained in this Agreement shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Award granted under this Agreement. Neither the Grantee nor any other person shall have any claim against the Company as a result of any such action.

16. No Violation of Securities Laws; Securities Trading Policy.

(a) The Company shall not be obligated to make any payment hereunder or issue any shares of Stock if such payment or issuance, in the opinion of counsel for the Company, would violate any applicable securities laws. The Company shall be under no obligation to register any shares of Stock or any other property pursuant to any securities laws on account of the transactions contemplated by this Agreement.

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(b) The Grantee understands and agrees that under the Company’s Insider Trading Policy, as is in effect from time to time, a copy of which is available upon request from the Company’s General Counsel (the “Trading Policy”), the Grantee may be restricted from selling shares of Stock during certain “blackout trading” periods and even during certain “open trading window” periods they made need to obtain prior written approval for selling Shares from the Company’s Chief Compliance Officer. As of the date of this Agreement, the “blackout trading” periods commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1 and January 1) and continue for 2 full trading days after the public release of the Company’s earnings for the prior quarter (under the Trading Policy, these periods may change from time to time, and the Company may impose other restricted trading periods due to special circumstances).

17. Fractional Shares. Unless and until the Company in its sole discretion determines otherwise, no fractional shares of Stock shall be issued or delivered pursuant to this Agreement, and unless and until the Company in its sole discretion determines that cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares, any rights to any fractional share shall be canceled, terminated or otherwise eliminated, without payment of any consideration.

18. Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

The foregoing Agreement is hereby accepted, and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

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Exhibit D

Form of Performance-Based Restricted Stock Unit Award

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RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”)

FOR COMPANY EMPLOYEES

UNDER THE CANO HEALTH, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Stock Plan”), Cano Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units (an “Award”) to the Grantee named above in the amount of the Target Number of Units identified above (the “Target Units”), subject to the Grantee being eligible to earn the Adjusted Units, as determined by the Administrator in accordance with Exhibit A hereto and subject to the terms and conditions of this Agreement and Grantee’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Stock”).

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Stock Plan and this Agreement. Thereafter, the Grantee shall comply with the Company’s Insider Trading Policy and other applicable policies as in effect from time to time with respect to its transactions with the Stock.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse with respect to Restricted Stock Units in accordance with the terms and conditions provided in Exhibit A hereto. The Administrator may at any time accelerate the vesting schedule specified in Exhibit A or this Paragraph 2, subject to providing Grantee with written notice thereof.

3. Termination of Employment. Except as set forth in Exhibit A or as determined by the Administrator, if the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of their successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

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4. Issuance of Shares of Stock. As soon as practicable after any Restricted Stock Units vest in accordance with Paragraph 2 above (but in no event later than 60 days after the date on which such vesting occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement (which, for the avoidance of doubt, shall be equal to the aggregate number of the Adjusted Units determined in accordance with Exhibit A) on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until certificates representing such shares of Stock (which may be in book-entry form) have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to the Grantee (including through electronic delivery to a brokerage account), including, but not limited to, the right to vote and to receive dividends and other distributions. After any such issuance, recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Stock Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Stock Plan, including the powers of the Administrator set forth in Section 2(b) of the Stock Plan. Capitalized terms in this Agreement shall have the meaning specified in the Stock Plan, unless a different meaning is specified herein. If there is any inconsistency between the provisions of this Agreement and the Stock Plan, the provisions of the Stock Plan shall govern, except in the event such inconsistency is caused by the provisions set forth on Exhibit A of this Agreement, in which case Exhibit A shall govern. If there is any inconsistency regarding the details of the Award grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Administrator authorizing the Award(s) subject to this Agreement, the Administrator’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (such method, “net settlement”), or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Grantee the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer; provided that if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Grantee shall have the right to elect net settlement without further approval by the Company.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

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8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Stock Plan or this Agreement to continue the Grantee in employment and neither the Stock Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. [If the Grantee ceases employment with the Company and accepts employment with a competitor in violation of any confidentiality and non-competition obligations to the Company to which the Grantee is a party, then the Grantee shall be obligated to repay to the Company an amount equal to the value of any property issued in respect of the Award(s) which vested during the 12-month period prior to the date of the violation, in cash, based on the fair market value of the Stock on the date on which the underlying Award(s) vested and were settled, within 10 days of such acceptance of employment or other breach, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.]

9. Integration; Severability; Headings. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. Notwithstanding any other provision of this Agreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the Administrator’s sole discretion, materially altering the intent of the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

10. Data Privacy Consent. In order to administer the Stock Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Stock Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Grantee’s Acknowledgment. By entering into this Agreement, the Grantee agrees and acknowledges that (a) they have received, read and understand a copy of the Stock Plan and this Agreement (including all exhibits and schedules hereto) and accepts the Award upon and subject to all of the terms thereof, and (b) that no member of the Administrator shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Stock Plan. The Grantee has reviewed with their own advisors the tax and other consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to all matters of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the grant of the Award under this Agreement is conditioned upon and subject to the Grantee’s execution and delivery to the Company of an executed copy of this Agreement (which may be electronically accepted by the Grantee pursuant to processes prescribed by the Company).

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12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Governing Law and Exclusive Forum. This Agreement shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within such state. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts located in Miami, Florida in connection with any actions, suits or proceedings arising out of or relating to this Agreement. Each party agrees (i) not to commence any action, suit or proceeding relating thereto except in the above courts and (ii) that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party are or may be subject, by suit upon such judgment.

14. Modifications to Agreement; Waivers. This Agreement may be altered, modified, changed or discharged in accordance with the terms of the Stock Plan. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Other Company Actions. Nothing contained in this Agreement shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Award granted under this Agreement. Neither the Grantee nor any other person shall have any claim against the Company as a result of any such action.

16. No Violation of Securities Laws; Securities Trading Policy.

(a) The Company shall not be obligated to make any payment hereunder or issue any shares of Stock if such payment or issuance, in the opinion of counsel for the Company, would violate any applicable securities laws. The Company shall be under no obligation to register any shares of Stock or any other property pursuant to any securities laws on account of the transactions contemplated by this Agreement.

(b) The Grantee understands and agrees that under the Company’s Insider Trading Policy, as is in effect from time to time, a copy of which is available upon request from the Company’s General Counsel (the “Trading Policy”), the Grantee may be restricted from selling shares of Stock during certain “blackout trading” periods and even during certain “open trading window” periods they made need to obtain prior written approval for selling Shares from the Company’s Chief Compliance Officer. As of the date of this Agreement, the “blackout trading” periods commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1 and January 1) and continue for 2 full trading days after the public release of the Company’s earnings for the prior quarter (under the Trading Policy, these periods may change from time to time, and the Company may impose other restricted trading periods due to special circumstances).

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17. Fractional Shares. Unless and until the Company in its sole discretion determines otherwise, no fractional shares of Stock shall be issued or delivered pursuant to this Agreement, and unless and until the Company in its sole discretion determines that cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares, any rights to any fractional share shall be canceled, terminated or otherwise eliminated, without payment of any consideration.

18. Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

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Exhibit A to RSU Agreement

Determination of Adjusted Units; Vesting Conditions of Adjusted Units

This Exhibit A sets forth the calculation methodology that shall be used to determine the number of Adjusted Units that the Grantee shall be eligible to earn, and the vesting conditions that must be satisfied in order for the Grantee to earn such Adjusted Units. Terms not defined in this Exhibit A shall have the meaning set forth in the Restricted Stock Unit Award Agreement or the Stock Plan.

1. Definitions. The following terms shall have the following respective meanings:

(i) “Adjusted EBITDA” is EBITDA adjusted to add back the effect of certain expenses, such as stock-based compensation expense, non-cash goodwill impairment loss, transaction costs, restructuring and other charges, fair value adjustments in contingent consideration, loss on extinguishment of debt and changes in fair value of warrant liabilities..

(ii) “Adjusted Units” shall mean the number of Restricted Stock Units determined in accordance with Section 2 hereof.

(iii) “Performance Period” shall mean the period commencing on January 1, 2023 and ending on the Valuation Date.

(iv) “Valuation Date” means earlier of December 31, 2025 or the date upon which a Sale Event occurs.

2. Determination of Adjusted Units. Upon the Valuation Date, the Company’s Adjusted EBITDA for the Performance Period shall be compared to the threshold, target and high hurdles set forth below to determine the total number of Adjusted Units.

(i) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Adjusted Units in accordance with the following table:

(ii) For purposes of subsection (i) above, performance results above the Target level and below the High level shall result in the number of Adjusted Units that is interpolated between the number of units that would be earned with respect to performance at the Target level and High level set forth above. Similarly, performance results below the Target level and above the Threshold level shall result in the number of Adjusted Units that is interpolated between the number of units that would be earned with respect to performance at the Target level and Threshold level set forth above. Performance results below the Threshold level will result in zero Adjusted Units.

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3. Vesting of Adjusted Units. The Adjusted Units (if any) shall become vested Restricted Stock Units no later than March 15, 2026 (the “Vesting Date”), so long as the Grantee remains an employee of the Company or a Subsidiary on such date.

Notwithstanding anything to the contrary in this Exhibit A or the Restricted Stock Unit Award Agreement, (a) in the event the Grantee’s employment is terminated after the Valuation Date due to death or disability, 100% of any outstanding Adjusted Units or Converted Award (as defined below), as applicable, shall immediately become vested Restricted Stock Units, (b) in the event that this Award is not substituted, assumed or continued in connection with a Sale Event, the Administrator shall determine the Adjusted Units as set forth above as of the applicable Valuation Date (to the extent not previously determined) and 100% of any outstanding Adjusted Units shall become vested Restricted Stock Units immediately prior to the consummation such Sale Event, (c) in the event that this Award is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), the Administrator shall determine the Adjusted Units as set forth above as of the applicable Valuation Date (to the extent not previously determined) and 100% of any outstanding Converted Award shall become immediately vested upon the termination of the Grantee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Grantee for Good Reason or due to the Grantee’s death or disability, and (d) the Adjusted Units shall be subject to additional vesting acceleration terms to the extent expressly provided by any written employment agreement between the Grantee and the Company or a Subsidiary.

For purposes hereof, “Cause” and “Good Reason” shall have the meanings set forth in any written employment agreement between the Grantee and the Company or a Subsidiary.

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Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made among Cano Health, LLC (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”), and Eladio Gil (the “Executive”), effective as of January 1, 2024 (the “Effective Date”).

WHEREAS, upon the Effective Date the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and conditions contained herein.

WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement, dated May 19, 2023 and effective May 28, 2023, as amended by that certain Amendment to Employment Agreement, dated September 28, 2023 (the “Previous Agreement”).

WHEREAS, upon the Effective Date of this Agreement, this Agreement amends, restates, and supersedes in its entirety the Previous Agreement and supersedes in all respects all other prior agreements, promises, and understandings between the Executive and the Company, the Parent, or any of their respective subsidiaries, verbal or written, regarding the subject matter herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment.

(a) Term. The Company shall employ the Executive, and the Executive shall be employed by the Company, pursuant to the terms of this Agreement commencing on the Effective Date and, unless the Executive’s employment terminates sooner in accordance with the provisions of Section 3, continuing until the 2^nd anniversary of the Effective Date (the “Initial Term”); provided that the employment period (the “Term”) shall be renewed automatically for successive periods of 1 year (each 1-year successive period a “Renewal Term”), unless the Company delivers to the Executive, or the Executive delivers to the Company, written notice of the Company’s or the Executive’s, as applicable, election not to renew the Term for the following Renewal Term (a “Non-Renewal Notice”) in accordance with Section 3(f).

(b) Position and Duties. The Executive shall serve as the Company’s Interim Chief Financial Officer and shall perform the duties customarily performed by the chief financial officer of a publicly traded company, as well as such other additional duties as may from time to time be prescribed by the Company’s Chief Executive Officer (the “CEO”) or the Parent’s Board of Directors (the “Board”), in their respective discretion. The Executive shall devote the Executive’s full working time and best efforts to the Company’s business and affairs. Notwithstanding the foregoing, the Executive may engage in religious, charitable, or other community service activities, as long as such activities do not interfere or conflict with the Executive’s performance of his duties to the Company under this Agreement.

2. Compensation and Related Matters.

(a) Base Salary. As of the Effective Date, the Executive’s base salary shall be paid at the annualized gross rate of Three Hundred Seventy-Five Thousand and 00/100 Dollars ($375,000.00), less taxes, withholdings, and deductions that are authorized or required by law. The Executive’s base salary shall be subject to periodic review by the CEO or the Board or the Compensation Committee of the Board (the “Compensation Committee”), provided that the Executive’s base salary may be increased, but not decreased, below the initial base salary of $375,000.00. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers.

(b) Incentive Compensation. The Executive shall be eligible to receive cash incentive compensation as determined by the Compensation Committee or the Board, taking into consideration the CEO’s recommendation, if applicable, from time to time (“Incentive Compensation”). For each fiscal year beginning with the fiscal year ending December 31, 2024, the Executive’s target annual Incentive Compensation shall be 50% of the Base Salary (referred to herein as the “Target Bonus”), subject to increase as determined by the CEO or the Board or the Compensation Committee in their sole discretion. Except as may be set forth in any applicable Incentive Compensation plan and subject to any required approval of the Board or the Compensation Committee, including pursuant to applicable law, rule, regulation, national securities exchange listing standards or requirements, or the Charter of the Compensation Committee, the actual amount to be paid to the Executive as Incentive Compensation, if any, shall be determined in the sole discretion of the CEO, the Board, and/or the Compensation Committee, applying corporate performance targets and other criteria substantially similar to the targets and other criteria applied when determining incentive compensation for the Company’s other executive officers, which criteria shall include, without limitation, corporate financial performance and individual performance measurements or evaluations. Except as may be provided by the Board or the Compensation Committee, or as may otherwise be set forth in any applicable Incentive Compensation plan or this Agreement, the Executive will not be deemed to have earned, and will not be paid, any Incentive Compensation in respect of a bonus for a fiscal period unless the Executive is actively employed by the Company on the date on which the Company is paying its other senior executives under such bonus program. The parties agree that the Executive’s bonus in respect of Incentive Compensation for the fiscal year ended December 31, 2023 shall be Fifty Thousand and 00/100 Dollars ($50,000.00), which bonus shall be paid to Executive by March 1, 2024, subject to the Executive’s continued active employment with the Company on the date of payment.

(c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers.

(d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans. The Company, however, retains the right to modify, amend, and discontinue benefits in its sole discretion.

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(e) Paid Time Off. The Executive shall be entitled to take paid time off in accordance with the Company’s applicable paid time off policy for executives, as may be in effect from time to time (and which is subject to change, with or without notice).

(f) Annual Equity Plan Award. Subject to approval by the Compensation Committee or the Board, taking into account the CEO’s recommendation, if applicable, the Executive shall be eligible to receive an annual award under Parent’s equity compensation plan with a target value of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the “Target Annual Equity Plan Award Value”) at substantially the same time as annual awards are granted to the Company’s other executive officers under the Parent’s equity compensation plan, which award shall be subject to the terms and conditions of the Parent’s 2021 Stock Option and Incentive Plan (as it may be amended, the “2021 Stock Plan”) (or any successor, replacement or additional equity compensation plan as may be approved from time to time by the Board or Compensation Committee and, to the extent applicable, the Parent’s stockholders (a “Successor Stock Plan”)) and shall be comprised of any type of awards which may be granted under the applicable plan, including (i) stock options to purchase Class A common stock of the Parent (“Parent Stock”), subject to a form of award agreement substantially in the form of Non-Qualified Stock Option Agreement attached hereto as Exhibit B (or, if applicable, any Non-Qualified Stock Option Agreement adopted for a Successor Stock Plan), (ii) service-based and/or performance-based restricted stock units (“RSUs”) in respect of Parent Stock, subject to an award agreement in respect of service-based RSUs substantially in the form attached hereto as Exhibit C and in respect of performance-based RSUs substantially in the form attached hereto as Exhibit D (or, in each case, if applicable, any Restricted Stock Unit Award Agreement adopted for a Successor Stock Plan) (in the case of the award agreement for each of a stock option, service-based RSU and performance-based RSU, with such adjustments thereto, including, without limitation, with respect to the vesting schedule and any performance goals and/or hurdles, as may be determined by the Board or Compensation Committee in its respective sole discretion), and/or (iii) cash-based awards, as allocated among award types as determined by the Compensation Committee or the Board, taking into account the CEO’s recommendation, if any. Notwithstanding the foregoing or anything to the contrary contained herein, the parties agree that the Executive’s annual equity plan award as contemplated by this Section 2(f) for the fiscal year ending December 31, 2024 shall be a Cash-Based Award (as defined in the 2021 Stock Plan) under the 2021 Stock Plan, with 50% of such award to be payable in the first quarter of 2025 and 50% of the award to be payable in the first quarter of 2026, subject to the achievement of the applicable performance goals or metrics and the terms and conditions of the 2021 Stock Plan and any applicable award agreement.

3. Termination. Notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment hereunder may be terminated at any time, without breaching this Agreement, under the following circumstances:

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(a) Death. The Executive’s employment hereunder shall terminate upon the Executive’s death.

(b) Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform or expected to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the Company’s request shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, then the Company’s determination of such issue shall be final and binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law, including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq., and the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq.

(c) Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:

(i) a material act of misconduct by the Executive in connection with the performance of the Executive’s duties, including, without limitation: (A) a willful failure or refusal to perform material responsibilities that have been requested by the CEO or the Board, or (B) misappropriation of funds or property of the Company or the Parent, or any of their respective subsidiaries or affiliates, other than the occasional, customary and de minimis use of the Company’s or Parent’s, or their respective subsidiaries’ or affiliates,’ property for personal purposes;

(ii) the Executive’s conviction of or plea of guilty or nolo contendere to: (A) any felony; or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) a material breach by the Executive of any provisions of this Agreement, including the Continuing Obligations (defined below) or any of the other provisions contained in Section 8 of this Agreement;

(iv) a material violation by the Executive of any of the Company’s written employment policies regarding discrimination, harassment, retaliation, or workplace safety; or

(v) the Executive’s failure to materially cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation (after the Executive receives notices to preserve such documents or other materials) or the willful inducement of others to fail to cooperate or to produce documents or other materials with such investigation.

(vi) The Executive will be provided written notice of any alleged action or inaction giving rise to “Cause” under clauses (i), (iii), (iv) or (v) describing with reasonable particularity the basis for such “Cause” and will be provided 30 calendar days from the date of such notice to cure such alleged action or inaction, to the extent capable of being cured. If timely cured to the reasonable satisfaction of the Company, such occurrence will not constitute “Cause.”

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(d) Termination by the Company without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement (other than: (y) a termination for Cause under Section 3(c); or (z) a termination resulting from the death or disability of the Executive under Sections 3(a) or (b)), including a termination resulting from the Company’s election not to renew the Initial Term, the Term, or any Renewal Term under Section 3(f), shall be deemed a termination without Cause.

(e) Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including, but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

(i) a substantial and material diminution in the Executive’s responsibilities, authority, or duties, such that the reduced responsibilities, authority, and/or duties are inconsistent or incompatible with the duties customarily performed by a chief financial officer of a publicly traded company;

(ii) a material diminution in the Executive’s Base Salary, Executive’s Target Bonus, and/or Target Annual Equity Plan Award Value (collectively, the “Total Target Compensation”), except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all of the Company’s senior management employees;

(iii) a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of more than 30 miles of driving distance to such location from the Executive’s principal residence as of such change (provided that the requirement that the Executive provide services at the location of the current headquarters of the Company shall not trigger “Good Reason”); or

(iv) a material breach of this Agreement by the Company.

The “Good Reason Process” consists of the following steps:

(i) the Executive reasonably determines in good faith that a Good Reason Condition has occurred;

(ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 30 calendar days after the first occurrence of such condition;

(iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 60 calendar days following such notice (the “Cure Period”), to remedy the Good Reason Condition;

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(iv) notwithstanding such efforts, the Good Reason Condition continues to exist at the end of the Cure Period; and

(v) the Executive terminates employment within 60 calendar days after the end of the Cure Period.

If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f) Termination by Notice of Non-Renewal. The Executive and/or the Company may terminate the Executive’s employment by delivering a Non-Renewal Notice which: (i) if delivered by the Executive, must be delivered to the Company at least 180 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable, and (ii) if delivered by the Company, must be delivered to the Executive at least 90 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable.

4. Matters Related to Termination.

(a) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(b) Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30 days after the date on which a Notice of Termination is given; (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period; and (vi) if the Executive’s employment is terminated on account of either party providing a Notice of Non-Renewal, the last day of the Initial Term or then current Renewal Term, as applicable. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination or Notice of Non-Renewal to the Company, or if the Executive otherwise resigns from his employment with the Company, then the Company may, in its discretion, unilaterally accelerate the Date of Termination and such acceleration shall not be considered a termination by the Company for purposes of this Agreement.

(c) Accrued Obligations. If the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, then the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate): (i) any Base Salary earned through the Date of Termination and, if applicable, any accrued but unused vacation through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

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(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by Executive and the Company, the Executive shall be deemed to have resigned from all officer, employee, board member and committee member positions, and any other similar positions, that the Executive holds with the Company, the Parent, or any of their respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason, including termination by the Company with or without Cause and termination by the Executive with or without Good Reason. The Executive shall execute any documents in reasonable form and take such other customary actions as may be requested by the Company to confirm, or otherwise in furtherance of, such resignations; it being agreed and understood, however, that such resignations shall be effective, immediately and automatically upon the termination of the Executive’s employment.

5. Severance Pay and Benefits Upon Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) (including the Company’s delivery of a Non-Renewal Notice as provided in Section 3(f)), or the Executive terminates employment for Good Reason as provided in Section 3(e), then, in addition to the Accrued Obligations, and subject to the Executive delivering (and not revoking) an executed “Separation Agreement and General Release of Claims” (“Separation Agreement”) in a form provided by the Company, the Company shall pay or provide the Executive with the following starting within 60 days after the Executive’s Date of Termination (following the payment terms below under this Section 5):

(a) Severance Payments Outside a Change in Control Period. If the date of the Notice of Termination provided under Section 4 is not within 12 months following a Sale Event (as defined in the 2021 Stock Plan) (a “Change in Control Period”), the Company shall pay the Executive an amount equal to: (i) 12 months of the Executive’s Base Salary (ignoring any reduction that constitutes Good Reason); (ii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination; and (iii) a pro rata portion of the Executive’s Target Bonus for the year in which the Executive’s employment is terminated (ignoring any reduction that constitutes Good Reason), which payment under this clause (iii) shall be contingent upon and adjusted based upon the Compensation Committee’s approval of the Company’s annual performance against the applicable bonus performance targets and paid out and at the same time as payments are being made to the Company’s other senior executives.

(b) Severance Payments During a Change in Control Period. If the date of the Notice of Termination provided under Section 4 is during a Change in Control Period (even if the Date of Termination does not occur during a Change in Control Period), the Executive shall be entitled to receive: (i) an amount in cash equal to 2 times the sum of (x) the Executive’s Base Salary (ignoring any reduction that constitutes Good Reason) and (y) the average annual Incentive Compensation paid to the Executive in each of the 2 completed years prior to the year of the Executive’s Date of Termination (provided that, if Incentive Compensation has not been paid to

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the Executive for each of the prior 2 years, such amount shall be the Executive’s Target Bonus for the current year) (ignoring any reduction that constitutes Good Reason); (ii) a pro rata portion of the Executive’s Target Bonus for the year in which the Executive’s employment is terminated (ignoring any reduction that constitutes Good Reason); (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination; and (iv) full acceleration of vesting of all outstanding equity awards granted by the Parent and held by the Executive, including any outstanding annual equity awards granted pursuant to Section 2(f) hereof to the extent such acceleration of vesting is permissible under Section 409A of the Code (provided, however, that, unless otherwise specified in the applicable award agreement or Stock Plan, the acceleration of vesting of any awards subject to performance-based vesting criteria shall be determined by the Board or the Compensation Committee, with the determination to be made based on relevant facts and circumstances as of the time of such termination, including, without limitation, how much of the performance period has elapsed and the actual performance of the Company and/or the Executive, as applicable).

(c) Subject to the Executive’s copayment of premium amounts at the applicable active employee rate and the Executive’s timely and proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive, upon COBRA election proof of payment, equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of: (i) the 12 month anniversary of the Date of Termination; (ii) the date that the Executive becomes eligible for group medical plan benefits under any other employer group medical plan; or (iii) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates.

Subject to the execution (and non-revocation) of the Separation Agreement in accordance with first paragraph of Section 5, the amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s normal payroll practice over 12 months commencing within 60 days after the Date of Termination (except that any payments of Incentive Compensation or Executive’s Target Bonus shall be paid according to the terms of the plan/program applicable to each, which in all cases would be in lump-sum payments of such bonus amounts); provided, however, that if the 60-day period following Executive’s Date of Termination begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

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6. Additional Limitation.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(b) For purposes of this Section 6, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(c) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 6(a) shall be made by an independent (not otherwise employed by the Company), nationally recognized accounting firm selected and paid for by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

7. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from

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service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) 6 months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the 6-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such section.

8. Continuing Obligations. For purposes of this Agreement, the obligations in this Section 8 shall collectively be referred to as the “Continuing Obligations.”

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(a) Non-Competition. The Executive agrees that during the period of his employment with the Company (or the Parent, or any subsidiary or affiliate of the Company or the Parent) and for 12 months following the Executive’s separation of employment for any reason (the “Restricted Period”), the Executive shall not, directly or indirectly, own any interest in, manage, operate, join, control or participate in the ownership, management, operation or control of, or be an officer or employee of, or serve as a director (or similar position) for or as a consultant or advisor to, any business or organization that provides, directly or indirectly (including as a provider or as a management services organization), in a primary care clinic setting (which includes, without limitation, the practice of primary care medicine in a multidisciplinary clinic), professional medical services, diagnostic, therapeutic and ancillary services, nursing and other clinical services, outpatient healthcare services, pharmacy services, or any other services incident to the operation of an internal medicine practice in a primary care clinic setting or any other services or lines of business being conducted by the Company at the time of the Executive’s separation provided that they constitute a material source of the Company’s revenues or earnings (each, a “Restricted Business”). The foregoing restriction shall apply to any state, province, territory or possession of the U.S. where the Company, Parent and/or any of their respective subsidiaries or affiliates, conduct a Restricted Business at the time of the Executive’s separation (or have expended material resources or time to plan the conduct of a Restricted Business, which plans remain active and have not been abandoned at the time of the Executive’s termination) (the “Restricted Territory”). The foregoing shall not restrict the Executive from owning up to 1% of any class of securities of any person engaged in a Restricted Business if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as long as such securities are held solely as a passive investment and not with a view to influencing, controlling or directing the affairs of such person.

(b) Non-Solicitation. The Executive agrees that, for 24 months following the Executive’s separation of employment for any reason, the Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person or entity: (i) solicit, induce, attempt to solicit or induce, or hire or attempt to hire any person that is, or was within 12 months prior to the Executive’s separation date, an employee of the Company, Parent and/or any of their respective subsidiaries or affiliates; provided, however, this Section 8(b) shall not be breached by a solicitation to the general public or through general advertising; or (ii) solicit, advise or encourage any person, firm, government agency or corporation (a “Customer”), including, without limitation, any potential customer of the Company, Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, Parent and/or any of their respective subsidiaries or affiliates (or with whom the Executive actively worked during employment), to withdraw, curtail or cancel its business (or potential business) with the Company, Parent and/or any of their respective subsidiaries or affiliates.

(c) Non-Disparagement. During the period of the Executive’s employment with the Company (or the Parent, or any subsidiary or affiliate of the Company or the Parent) and at all times thereafter, the Executive agrees that he will not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of the Company, the Parent, or any of their respective subsidiaries or affiliates, their respective businesses, products or services, or any of their present or former officers, directors, members, stockholders, managers or employees.

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(d) Confidentiality. The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive, the Company, and the Parent with respect to all Confidential Information (defined below). At all times, both during the Executive’s employment with the Company and after separation of employment for any reason, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the prior written consent of the Company, except as may be necessary in the ordinary course of performing the Executive’s duties to the Company or Parent.

“Confidential Information” means all information belonging to the Company, Parent, or any of their subsidiaries or affiliates which is of any value to the Company, Parent, or any of their subsidiaries or affiliates in the course of conducting their business and the disclosure of which, would result in a competitive or other disadvantage to the Company, Parent, or any of their subsidiaries or affiliates. Confidential Information includes, without limitation: financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Company, Parent, or any of their subsidiaries or affiliates. Confidential Information includes information developed by the Executive in the course of the Executive’s employment by the Company, as well as other information to which the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the confidential information of others with which the Company or Parent has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation, or legal process (provided that, to the extent not prohibited by law, the Executive shall provide the Company with prior notice of the contemplated disclosure and shall cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information).

(e) Return of Company Property. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

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(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company, Parent and/or any of their respective subsidiaries or affiliates in: (i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company, the Parent, and/or their respective subsidiaries and affiliates which relate to events or occurrences that transpired while the Executive was employed by the Company; and (ii) the investigation, whether internal or external, of any matters about which the Company believes the Executive may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available at mutually convenient times to meet with counsel to answer questions truthfully or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company, the Parent, and their respective subsidiaries and affiliates in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8(d).

(g) Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes or threatens to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach or threatened breach without showing or proving any actual damage to the Company.

(h) Reasonable Limitation and Severability. The parties agree that the above restrictions are: (i) appropriate and reasonable given the Executive’s role with and knowledge of the Company and Parent, and are necessary to protect the interests of the Company and Parent; and (ii) completely severable and independent agreements supported by good and valuable consideration and, as such, shall survive the termination of this Agreement for any reason whatsoever. The Executive acknowledges that the Executive has carefully considered the terms of this Agreement, including the restrictive covenants set forth in this Section 8, and acknowledges that if this Agreement is enforced according to its terms, the Executive will be able to earn a reasonable living in commercial activities unrelated to the Company’s business in locations satisfactory to the Executive. The Executive also acknowledges that the restrictive covenants set forth in this Section 8 are a vital part of and are intrinsic to the Company’s ongoing operations, in light of the nature of the Company’s business and the unique position, skills and knowledge of the Executive with the Company. The parties further agree that any invalidity or unenforceability of any one or more of such restrictions on competition or solicitation shall not render invalid or unenforceable any remaining restrictions on competition or solicitation. Additionally, should a court of competent jurisdiction determine that the scope of any provision of this Section 8 is too broad to be enforced as written, the parties hereby authorize the court to reform the provision to such narrower scope as it determines to be reasonable and enforceable and the parties intend that the affected provision be enforced as so amended. The Executive acknowledges and agrees that to the extent the Executive has breached or is in breach of any of the covenants set forth in Sections 8(a) or (b), the Restricted Period shall be extended by an amount of time equal to the duration of such breach.

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(i) Preservation of Rights.

(i) Notwithstanding anything in this Agreement to the contrary, The Executive is not prohibited or limited in any way: (A) from communicating with or disclosing information in good faith to any federal, state, or local governmental agency, law enforcement agency, inspector general, legislative body, or public or governmental official (or any staff member to or personnel of the foregoing) (collectively, “Government Agencies”) regarding alleged unlawful conduct by the Company or Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or Parent; (C) from filing a charge or complaint with any administrative agency, such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Securities and Exchange Commission (“SEC”), or a state fair employment practice agency, or from communicating directly with or providing information or testimony before an administrative agency, or otherwise from participating in an agency proceeding or investigation; (D) from discussing with or disclosing to Government Agencies information about alleged unlawful acts in the workplace; (E) from exercising the Executive’s rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”); or (F) from otherwise making disclosures that are protected under applicable law, including, without limitation, rules or regulations promulgated by the SEC, the NLRB, the EEOC, or any other federal, state, or local government agency. The Executive understands that nothing in this Agreement limits the Executive’s right to communicate with any Government Agencies or otherwise to participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agencies, including by providing documents or other information, without providing notice to or obtaining approval from the Company or Parent. The Executive may provide confidential information to Government Agencies without risk of being held liable for damages or financial penalties, and the Executive retains the right to receive an award for information provided to any Government Agencies, including, without limitation, the SEC.

(ii) Notwithstanding anything in this Agreement to the contrary, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

9. Stock Ownership Guidelines; Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s stock ownership guidelines and/or stock ownership policy, as well as its Insider Trading Policy, Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics. For the avoidance of doubt, while the Company’s stock ownership guidelines and/or stock ownership policy will not apply to the Executive following the Executive’s termination of employment for any reason, Executive will continue to abide by the provisions of the Insider Trading Policy that continue to apply after the Term.

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10. Recoupment Policy. The Executive agrees to be subject to and bound by the terms of any compensation recoupment policy adopted by the Board or Compensation Committee, including without limitation, the Recovery of Erroneously Awarded Compensation Policy required by the listing standards of the New York Stock Exchange and any other policy intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Executive shall execute any documents in reasonable form and take such other actions as may be requested by the Company or Parent to confirm, or otherwise in furtherance of, compliance with any such recoupment policies.

11. Representations. The Executive represents that the credentials and information provided by the Executive to the Company (or its agents) related to the Executive’s qualifications and ability to perform the position and duties set forth in Section 1(b) are true and correct.

12. Proprietary Information and Inventions Agreement. As a condition of the Executive’s continued employment with the Company, the Executive will sign the Proprietary Information and Inventions Agreement (the “PIIA”), attached hereto as Exhibit A. Nothing in or about this Agreement (including the PIIA), however, prohibits the Executive from: (a) filing and, as provided for under Section 21F of the Exchange Act, maintaining the confidentiality of a claim or complaint with the U.S. Securities and Exchange Commission (the “SEC”); (b) providing any information about this Agreement to the SEC, or providing the SEC with information that would otherwise violate any section of this Agreement, to the extent permitted by Section 21F of the Exchange Act; (c) cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (d) receiving a monetary award as set forth in Section 21F of the Exchange Act.

13. Arbitration of Disputes.

(a) Arbitration Generally. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination or retaliation, whether based on race, color, religion, national origin, sex, gender, age, disability, handicap, sexual orientation, or any other protected class under applicable law) shall, to the fullest extent permitted by law, be settled by arbitration, before a single arbitrator, in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of JAMS in Miami, Florida in accordance with the JAMS Employment Arbitration Rules, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The Executive understands that the Executive may only bring such claims in the Executive’s individual capacity, and not as a plaintiff or class member in any purported class proceeding or any purported representative proceeding. The Executive further understands that, by signing this Agreement, the Company and the Executive are giving up any right they may have to a jury trial on all claims they may have against each other. Judgment upon the award rendered by the single arbitrator may be entered in any court having jurisdiction thereof. This Section 13 shall be specifically enforceable. Notwithstanding the foregoing, this Section 13 shall not: (i) preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary or permanent injunction in circumstances in which such relief is appropriate, including without limitation, relief sought in connection with the Continuing Obligations; or (ii) preclude the Executive from filing an administrative charge or complaint with the Equal Employment Opportunity Commission, the Florida Commission on Human Relations, or any other federal, state, or local agency in connection with an employment- related dispute or claim; or (iii) require the Executive to arbitrate a sexual harassment dispute or a sexual assault dispute unless the Executive voluntarily elects to arbitrate such dispute in accordance with this Section 13; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 13.

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(b) Arbitration Fees and Costs. Each party shall pay its own costs and attorneys’ fees, if any, in connection with any arbitration. If, however, any party prevails on a statutory or contractual claim that affords the prevailing party attorneys’ fees (including pursuant to this Agreement), the arbitrator may award attorneys’ fees to the prevailing party to the extent permitted by law.

14. Governing Law and Consent to Jurisdiction. This is a Florida contract and shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit. To the extent that any court action is permitted consistent with or to enforce Section 13 of this Agreement, the parties hereby consent to the jurisdiction of the state and federal courts of the State of Florida. Accordingly, with respect to any such court action, the Executive: (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

15. Waiver of Jury Trial. Each of the Executive, the Company, and the Parent irrevocably and unconditionally WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR THE PARENT OR ANY AFFILIATE OF THE COMPANY, INCLUDING WITHOUT LIMITATION THE EXECUTIVE’S, THE COMPANY’S, OR THE PARENT’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT.

16. Integration. This Agreement, the PIIA, the exhibits attached hereto and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter, including but not limited to, the Previous Agreement.

17. Withholding; Tax Effect. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

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18. Successors and Assigns. None of the Executive, the Company, or the Parent may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company or Parent may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive’s consent to any affiliate or to any person or entity with whom the Company or Parent shall hereafter effect a reorganization or consolidation, into which the Company or Parent merges or to whom it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive, the Company, and the Parent, and each of the Executive’s, the Company’s, and the Parent’s respective successors, executors, administrators, heirs, and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment, but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation).

19. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by an arbitrator or a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

20. Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

21. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

22. Notices. Any notices, requests, demands, and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address on file with the Company for the Executive, in the case of the Company or the Parent, at their respective main offices, attention of: General Counsel and Corporate Secretary.

23. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company and the Parent.

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24. Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs, or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s or Parent’s benefit plans, programs or policies, except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company or Parent severance pay plan, offer letter, or otherwise. In the event that the Executive is party to an agreement with the Company or Parent providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.

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Exhibit A

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

(THE “AGREEMENT”)

The following confirms and memorializes an agreement that Cano Health, LLC, a Florida limited liability company (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”), and I (Eladio Gil) have had since the commencement of my employment (which term, for purposes of this Agreement, shall be deemed to include any relationship of service to the Company or Parent that I may have had prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for my employment by the Company:

1. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement or my employment with the Company. I will not violate any agreement with or rights of any third party or, except as expressly authorized by the Company in writing hereafter, use or disclose my own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of the Company or Parent. Further, I have not retained anything containing any confidential information of a prior employer or other third party, whether or not created by me.

2. The Company shall own, and I hereby assign to the Company, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information (collectively, “Inventions”) made or conceived or reduced to practice, in whole or in part, by me during the term of my employment with the Company (collectively, “Company Inventions”), and I will promptly disclose all Company Inventions to the Company. The term “Company Inventions” will not include any Invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on my own time, unless (a) the Invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by me for the Company. Without disclosing any third party confidential information, I will also disclose anything I believe is excluded by the foregoing so that the Company can make an independent assessment. I shall further assist the Company, at the Company’s expense, to further evidence, record and perfect the foregoing assignment and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. I hereby irrevocably designate and appoint the Company as my agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in my behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me. If I wish to clarify that something created by me prior to my employment that relates to the Company’s actual or proposed business is not within the scope of the foregoing assignment, I have listed it on Appendix A in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 or the Company’s other rights and remedies, if, when acting within the scope of my employment or otherwise on behalf of the Company or Parent, I use or (except pursuant to this Section 2) disclose my own or any third party’s confidential information or intellectual property (or if any Company Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), the Company will have, and I hereby grant the Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights.

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3. To the extent allowed by law, paragraph 2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such Moral Rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by the Company.

4. I agree that all Company Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) I develop, learn or obtain during the term of my employment that relate to the Company or Parent, or the business, or demonstrably anticipated business of the Company or Parent, or that are received by or for the Company or Parent in confidence, constitute “Proprietary Information.” I will hold in confidence and not disclose or, except within the scope of my employment, use any Proprietary Information. However, I shall not be obligated under this paragraph with respect to information I can document is or becomes readily publicly available without restriction through no fault of mine. Upon termination of my employment, I will promptly return to the Company all items containing or embodying Proprietary Information (including all copies), except that I may keep my personal copies of (i) my compensation records, (ii) materials distributed to shareholders generally and (iii) this Agreement. I also recognize and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice.

5. I agree that during the term of my employment with the Company (whether or not during business hours), I will not engage in any activity that is in any way competitive with the Company’s business, and I will not assist any other person or organization in competing or in preparing to compete with any of the Company’s business or demonstrably anticipated business.

6. I agree that this Agreement is not an employment contract for any particular term and that I have the right to resign and the Company has the right to terminate my employment at will, at any time, for any or no reason, with or without cause (all in accordance with the terms and conditions of my Employment Agreement). In addition, this Agreement does not purport to set forth all of the terms and conditions of my employment, and, as an employee of Company, I have obligations to Company which are not set forth in this Agreement. However, the terms of this Agreement govern over any inconsistent terms and can only be changed by a subsequent written agreement signed by the Company’s CEO or the Parent’s Board of Directors and me.

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7. I agree that my obligations under paragraphs 2, 3, and 4 of this Agreement shall continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to communicate my obligations under this Agreement to any future employer or potential employer of mine. My obligations under paragraphs 2, 3 and 4 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns.

8. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Florida, without regard to the conflict of law provisions thereof. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by the Company, but any purported assignment or transfer by me is void. I also understand that any breach of this Agreement will cause irreparable harm to the Company and/or Parent for which damages would not be an adequate remedy, and, therefore, the Company or Parent will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond.

9. Pursuant to the federal Defend Trade Secrets Act of 2016, I acknowledge receipt of the following notice: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.” I further understand that nothing contained in this Agreement limits my ability to (A) communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company, or (B) share compensation information concerning myself or others, except that this does not permit me to disclose compensation information concerning others that I obtain because my job responsibilities require or allow access to such information.

10. Nothing in or about this Agreement prohibits me from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), maintaining the confidentiality of a claim with the U.S. Securities and Exchange Commission (the “SEC”); (ii) providing Proprietary Information or information about this Agreement to the SEC, or providing the SEC with information that would otherwise violate any section of this Agreement, to the extent permitted by Section 21F of the Exchange Act; (iii) cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the Exchange Act.

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I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.

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APPENDIX A

PRIOR MATTER

NOT APPLICABLE

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Exhibit B

Form of Nonqualified Stock Option Award – Annual Awards

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NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE CANO HEALTH, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Cano Health, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Class A Common Stock, par value $0.0001 per share (the “Stock”) of the Company at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Stock Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates:

Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreement, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately

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exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Cano Health, LLC, and the Optionee).

For purposes hereof, “Cause” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Cause”, it shall mean:

(i) conduct by the Grantee constituting a material act of misconduct in connection with the performance of the Grantee’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Company; (B) dishonesty to the Company with respect to any material matter; or (C) misappropriation of funds or property of the Company any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes;

(ii) the commission by the Grantee of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) any misconduct by the Grantee, regardless of whether or not in the course of the Grantee’s employment, that would reasonably be expected to result in material injury or reputational harm to the Company any of its subsidiaries or affiliates if the Grantee were to continue to be employed in the same position;

(iv) continued unsatisfactory performance or non-performance by the Grantee of the Grantee’s duties (other than by reason of the Grantee’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such unsatisfactory performance or non-performance from the Company;

(v) a breach by the Grantee of any confidentiality, non-competition or other restrictive covenant obligations or any of the other provisions contained in any written employment agreement with the Company or a Subsidiary;

(vi) a material violation by the Grantee of any of the written employment policies of the Company or its subsidiaries; or

(vii) the Grantee’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

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For purposes hereof, “Good Reason” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Good Reason”, it shall mean: (i) a material diminution in the Grantee’s responsibilities authority or duties, (ii) a material diminution in the Grantee’s base salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all similarly situated employees of the Company or its Subsidiaries, or (iii) a material change in the geographic location at which the Grantee provides services to the Company, such that there is an increase of at least 30 miles of driving distance to such location from the Grantee’s principal residence as of such change (provided that the requirement that the Executive provide services at the location of the current headquarters of the Company shall not trigger “Good Reason”), in each case so long as the Grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2, subject to providing Grantee with written notice thereof.

Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Stock Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above, provided that if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16 Optionee”), the Section 16 Optionee shall have the right to pay the purchase price for the Option Shares by net exercise as described in (iv) above without further approval by the Company. Payment instruments will be received subject to collection.

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The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Stock Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Stock Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Stock Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Stock Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Stock Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect.

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(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect.

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of 12 months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4. Incorporation of Stock Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Stock Plan, including the powers of the Administrator set forth in Section 2(b) of the Stock Plan. Capitalized terms in this Agreement shall have the meaning specified in the Stock Plan unless a different meaning is specified herein. If there is any inconsistency between the provisions of this Agreement and the Stock Plan, the provisions of the Stock Plan shall govern. If there is any inconsistency regarding the details of the Award grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Administrator authorizing the Award(s) subject to this Agreement, the Administrator’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (such method, “net settlement”), provided that if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Grantee shall have the right to elect net settlement without further approval by the Company.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

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8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Stock Plan or this Agreement to continue the Grantee in employment and neither the Stock Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. If the Grantee ceases employment with the Company and accepts employment with a competitor in violation of any confidentiality and non-competition obligations to the Company to which the Grantee is a party, then the Grantee shall be obligated to repay to the Company an amount equal to the value of any property issued in respect of the Award(s) which vested during the 12-month period prior to the date of the violation, in cash, based on the fair market value of the Stock on the date on which the underlying Award(s) vested and were settled, within 10 days of such acceptance of employment or other breach, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

9. Integration; Severability; Headings. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. Notwithstanding any other provision of this Agreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the Administrator’s sole discretion, materially altering the intent of the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

10. Data Privacy Consent. In order to administer the Stock Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Stock Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

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12. Governing Law and Exclusive Forum. This Agreement shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within such state. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts located in Miami, Florida in connection with any actions, suits or proceedings arising out of or relating to this Agreement. Each party agrees (i) not to commence any action, suit or proceeding relating thereto except in the above courts and (ii) that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party are or may be subject, by suit upon such judgment.

13. Modifications to Agreement; Waivers. This Agreement may be altered, modified, changed or discharged in accordance with the terms of the Stock Plan. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

14. Other Company Actions. Nothing contained in this Agreement shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Award granted under this Agreement. Neither the Grantee nor any other person shall have any claim against the Company as a result of any such action.

15. No Violation of Securities Laws; Securities Trading Policy.

(a) The Company shall not be obligated to make any payment hereunder or issue any shares of Stock if such payment or issuance, in the opinion of counsel for the Company, would violate any applicable securities laws. The Company shall be under no obligation to register any shares of Stock or any other property pursuant to any securities laws on account of the transactions contemplated by this Agreement.

(b) The Grantee understands and agrees that under the Company’s Insider Trading Policy, as is in effect from time to time, a copy of which is available upon request from the Company’s General Counsel (the “Trading Policy”), the Grantee may be restricted from selling shares of Stock during certain “blackout trading” periods and even during certain “open trading window” periods they made need to obtain prior written approval for selling Shares from the Company’s Chief Compliance Officer. As of the date of this Agreement, the “blackout trading” periods commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1 and January 1) and continue for 2 full trading days after the public release of the Company’s earnings for the prior quarter (under the Trading Policy, these periods may change from time to time, and the Company may impose other restricted trading periods due to special circumstances).

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16. Fractional Shares. Unless and until the Company in its sole discretion determines otherwise, no fractional shares of Stock shall be issued or delivered pursuant to this Agreement, and unless and until the Company in its sole discretion determines that cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares, any rights to any fractional share shall be canceled, terminated or otherwise eliminated, without payment of any consideration.

17. Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

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Exhibit C

Form of Service-Based Restricted Stock Unit Award – Annual Awards

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RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”)

FOR COMPANY EMPLOYEES

UNDER CANO HEALTH, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Cano Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units identified above (an “Award”) to the Grantee named above, subject to the terms and conditions of this Agreement and Grantee’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Stock”).

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Stock Plan and this Agreement. Thereafter, the Grantee shall comply with the Company’s Insider Trading Policy and other applicable policies as in effect from time to time with respect to its transactions with the Stock.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

Notwithstanding anything to the contrary in this Restricted Stock Unit Award Agreement, (a) in the event that this Award is not substituted, assumed or continued in connection with a Sale Event, 100% of any outstanding Restricted Stock Units shall become vested immediately prior to the consummation such Sale Event, (b) in the event that this Award is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any Converted Award shall become immediately vested upon the termination of the Grantee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company (or Subsidiary) or its successor without Cause or by the Grantee for Good Reason or due to the Grantee’s death or disability, and (c) the Restricted Stock Units shall be subject to additional vesting acceleration terms to the extent expressly provided by any written employment agreement between the Grantee and the Company or a Subsidiary.

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For purposes hereof, “Cause” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Cause”, it shall mean:

(i) conduct by the Grantee constituting a material act of misconduct in connection with the performance of the Grantee’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Company; (B) dishonesty to the Company with respect to any material matter; or (C) misappropriation of funds or property of the Company any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes;

(ii) the commission by the Grantee of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) any misconduct by the Grantee, regardless of whether or not in the course of the Grantee’s employment, that would reasonably be expected to result in material injury or reputational harm to the Company any of its subsidiaries or affiliates if the Grantee were to continue to be employed in the same position;

(iv) continued unsatisfactory performance or non-performance by the Grantee of the Grantee’s duties (other than by reason of the Grantee’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such unsatisfactory performance or non-performance from the Company;

(v) a breach by the Grantee of any confidentiality, non-competition or other restrictive covenant obligations or any of the other provisions contained in any written employment agreement with the Company or a Subsidiary;

(vi) a material violation by the Grantee of any of the written employment policies of the Company or its subsidiaries; or

(vii) the Grantee’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes hereof, “Good Reason” shall have the meaning set forth in any written employment agreement between the Grantee and the Company or a Subsidiary. In the case that the Grantee is not party to a written employment agreement with a definition of “Good Reason”, it shall mean: (i) a material diminution in the Grantee’s responsibilities authority or duties, (ii) a material diminution in the Grantee’s base salary, except for across-the-board salary reductions based on the

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Company’s financial performance similarly affecting all or substantially all similarly situated employees of the Company or its Subsidiaries, or (iii) a material change in the geographic location at which the Grantee provides services to the Company, such that there is an increase of at least 30 miles of driving distance to such location from the Grantee’s principal residence as of such change (provided that the requirement that the Executive provide services at the location of the current headquarters of the Company shall not trigger “Good Reason”), in each case so long as the Grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2, subject to providing Grantee with written notice thereof.

3. Termination of Employment. If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of their successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable after any Restricted Stock Units vest in accordance with Paragraph 2 above (but in no event later than 60 days after the date on which such vesting occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until certificates representing such shares of Stock (which may be in book-entry form) have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to the Grantee (including through electronic delivery to a brokerage account), including, but not limited to, the right to vote and to receive dividends and other distributions. After any such issuance, recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Stock Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Stock Plan, including the powers of the Administrator set forth in Section 2(b) of the Stock Plan. Capitalized terms in this Agreement shall have the meaning specified in the Stock Plan unless a different meaning is specified herein. If there is any inconsistency between the provisions of this Agreement and the Stock Plan, the provisions of the Stock Plan shall govern. If there is any inconsistency regarding the details of the Award grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Administrator authorizing the Award(s) subject to this Agreement, the Administrator’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.

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6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (such method, “net settlement”), provided that if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Grantee shall have the right to elect net settlement without further approval by the Company.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Stock Plan or this Agreement to continue the Grantee in employment and neither the Stock Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. If the Grantee ceases employment with the Company and accepts employment with a competitor in violation of any confidentiality and non-competition obligations to the Company to which the Grantee is a party, then the Grantee shall be obligated to repay to the Company an amount equal to the value of any property issued in respect of the Award(s) which vested during the 12-month period prior to the date of the violation, in cash, based on the fair market value of the Stock on the date on which the underlying Award(s) vested and were settled, within 10 days of such acceptance of employment or other breach, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

9. Integration; Severability; Headings. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. Notwithstanding any other provision of this Agreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the Administrator’s sole discretion, materially altering the intent of the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

10. Data Privacy Consent. In order to administer the Stock Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Stock Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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11. Grantee’s Acknowledgment. By entering into this Agreement, the Grantee agrees and acknowledges that (a) they have received, read and understand a copy of the Stock Plan and this Agreement (including all exhibits and schedules hereto) and accepts the Award upon and subject to all of the terms thereof, and (b) that no member of the Administrator shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Stock Plan. The Grantee has reviewed with their own advisors the tax and other consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to all matters of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the grant of the Award under this Agreement is conditioned upon and subject to the Grantee’s execution and delivery to the Company of an executed copy of this Agreement (which may be electronically accepted by the Grantee pursuant to processes prescribed by the Company).

12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Governing Law and Exclusive Forum. This Agreement shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within such state. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts located in Miami, Florida in connection with any actions, suits or proceedings arising out of or relating to this Agreement. Each party agrees (i) not to commence any action, suit or proceeding relating thereto except in the above courts and (ii) that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party are or may be subject, by suit upon such judgment.

14. Modifications to Agreement; Waivers. This Agreement may be altered, modified, changed or discharged in accordance with the terms of the Stock Plan. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Other Company Actions. Nothing contained in this Agreement shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Award granted under this Agreement. Neither the Grantee nor any other person shall have any claim against the Company as a result of any such action.

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16. No Violation of Securities Laws; Securities Trading Policy.

(a) The Company shall not be obligated to make any payment hereunder or issue any shares of Stock if such payment or issuance, in the opinion of counsel for the Company, would violate any applicable securities laws. The Company shall be under no obligation to register any shares of Stock or any other property pursuant to any securities laws on account of the transactions contemplated by this Agreement.

(b) The Grantee understands and agrees that under the Company’s Insider Trading Policy, as is in effect from time to time, a copy of which is available upon request from the Company’s General Counsel (the “Trading Policy”), the Grantee may be restricted from selling shares of Stock during certain “blackout trading” periods and even during certain “open trading window” periods they made need to obtain prior written approval for selling Shares from the Company’s Chief Compliance Officer. As of the date of this Agreement, the “blackout trading” periods commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1 and January 1) and continue for 2 full trading days after the public release of the Company’s earnings for the prior quarter (under the Trading Policy, these periods may change from time to time, and the Company may impose other restricted trading periods due to special circumstances).

17. Fractional Shares. Unless and until the Company in its sole discretion determines otherwise, no fractional shares of Stock shall be issued or delivered pursuant to this Agreement, and unless and until the Company in its sole discretion determines that cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares, any rights to any fractional share shall be canceled, terminated or otherwise eliminated, without payment of any consideration.

18. Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

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The foregoing Agreement is hereby accepted, and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

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Exhibit D

Form of Performance-Based Restricted Stock Unit Award

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RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”)

FOR COMPANY EMPLOYEES

UNDER THE CANO HEALTH, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Stock Plan”), Cano Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units (an “Award”) to the Grantee named above in the amount of the Target Number of Units identified above (the “Target Units”), subject to the Grantee being eligible to earn the Adjusted Units, as determined by the Administrator in accordance with Exhibit A hereto and subject to the terms and conditions of this Agreement and Grantee’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Stock”).

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Stock Plan and this Agreement. Thereafter, the Grantee shall comply with the Company’s Insider Trading Policy and other applicable policies as in effect from time to time with respect to its transactions with the Stock.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse with respect to Restricted Stock Units in accordance with the terms and conditions provided in Exhibit A hereto. The Administrator may at any time accelerate the vesting schedule specified in Exhibit A or this Paragraph 2, subject to providing Grantee with written notice thereof.

3. Termination of Employment. Except as set forth in Exhibit A or as determined by the Administrator, if the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of their successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

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4. Issuance of Shares of Stock. As soon as practicable after any Restricted Stock Units vest in accordance with Paragraph 2 above (but in no event later than 60 days after the date on which such vesting occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement (which, for the avoidance of doubt, shall be equal to the aggregate number of the Adjusted Units determined in accordance with Exhibit A) on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until certificates representing such shares of Stock (which may be in book-entry form) have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to the Grantee (including through electronic delivery to a brokerage account), including, but not limited to, the right to vote and to receive dividends and other distributions. After any such issuance, recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Stock Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Stock Plan, including the powers of the Administrator set forth in Section 2(b) of the Stock Plan. Capitalized terms in this Agreement shall have the meaning specified in the Stock Plan, unless a different meaning is specified herein. If there is any inconsistency between the provisions of this Agreement and the Stock Plan, the provisions of the Stock Plan shall govern, except in the event such inconsistency is caused by the provisions set forth on Exhibit A of this Agreement, in which case Exhibit A shall govern. If there is any inconsistency regarding the details of the Award grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Administrator authorizing the Award(s) subject to this Agreement, the Administrator’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (such method, “net settlement”), or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Grantee the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer; provided that if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Grantee shall have the right to elect net settlement without further approval by the Company.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

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8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Stock Plan or this Agreement to continue the Grantee in employment and neither the Stock Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. [If the Grantee ceases employment with the Company and accepts employment with a competitor in violation of any confidentiality and non-competition obligations to the Company to which the Grantee is a party, then the Grantee shall be obligated to repay to the Company an amount equal to the value of any property issued in respect of the Award(s) which vested during the 12-month period prior to the date of the violation, in cash, based on the fair market value of the Stock on the date on which the underlying Award(s) vested and were settled, within 10 days of such acceptance of employment or other breach, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.]

9. Integration; Severability; Headings. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. Notwithstanding any other provision of this Agreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the Administrator’s sole discretion, materially altering the intent of the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

10. Data Privacy Consent. In order to administer the Stock Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Stock Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Grantee’s Acknowledgment. By entering into this Agreement, the Grantee agrees and acknowledges that (a) they have received, read and understand a copy of the Stock Plan and this Agreement (including all exhibits and schedules hereto) and accepts the Award upon and subject to all of the terms thereof, and (b) that no member of the Administrator shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Stock Plan. The Grantee has reviewed with their own advisors the tax and other consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to all matters of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the grant of the Award under this Agreement is conditioned upon and subject to the Grantee’s execution and delivery to the Company of an executed copy of this Agreement (which may be electronically accepted by the Grantee pursuant to processes prescribed by the Company).

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12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Governing Law and Exclusive Forum. This Agreement shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within such state. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts located in Miami, Florida in connection with any actions, suits or proceedings arising out of or relating to this Agreement. Each party agrees (i) not to commence any action, suit or proceeding relating thereto except in the above courts and (ii) that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party are or may be subject, by suit upon such judgment.

14. Modifications to Agreement; Waivers. This Agreement may be altered, modified, changed or discharged in accordance with the terms of the Stock Plan. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Other Company Actions. Nothing contained in this Agreement shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Award granted under this Agreement. Neither the Grantee nor any other person shall have any claim against the Company as a result of any such action.

16. No Violation of Securities Laws; Securities Trading Policy.

(a) The Company shall not be obligated to make any payment hereunder or issue any shares of Stock if such payment or issuance, in the opinion of counsel for the Company, would violate any applicable securities laws. The Company shall be under no obligation to register any shares of Stock or any other property pursuant to any securities laws on account of the transactions contemplated by this Agreement.

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(b) The Grantee understands and agrees that under the Company’s Insider Trading Policy, as is in effect from time to time, a copy of which is available upon request from the Company’s General Counsel (the “Trading Policy”), the Grantee may be restricted from selling shares of Stock during certain “blackout trading” periods and even during certain “open trading window” periods they made need to obtain prior written approval for selling Shares from the Company’s Chief Compliance Officer. As of the date of this Agreement, the “blackout trading” periods commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1 and January 1) and continue for 2 full trading days after the public release of the Company’s earnings for the prior quarter (under the Trading Policy, these periods may change from time to time, and the Company may impose other restricted trading periods due to special circumstances).

17. Fractional Shares. Unless and until the Company in its sole discretion determines otherwise, no fractional shares of Stock shall be issued or delivered pursuant to this Agreement, and unless and until the Company in its sole discretion determines that cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares, any rights to any fractional share shall be canceled, terminated or otherwise eliminated, without payment of any consideration.

18. Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee.

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

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Exhibit A to RSU Agreement

Determination of Adjusted Units; Vesting Conditions of Adjusted Units

This Exhibit A sets forth the calculation methodology that shall be used to determine the number of Adjusted Units that the Grantee shall be eligible to earn, and the vesting conditions that must be satisfied in order for the Grantee to earn such Adjusted Units. Terms not defined in this Exhibit A shall have the meaning set forth in the Restricted Stock Unit Award Agreement or the Stock Plan.

1. Definitions. The following terms shall have the following respective meanings:

(i) “Adjusted EBITDA” is EBITDA adjusted to add back the effect of certain expenses, such as stock-based compensation expense, non-cash goodwill impairment loss, transaction costs, restructuring and other charges, fair value adjustments in contingent consideration, loss on extinguishment of debt and changes in fair value of warrant liabilities..

(ii) “Adjusted Units” shall mean the number of Restricted Stock Units determined in accordance with Section 2 hereof.

(iii) “Performance Period” shall mean the period commencing on January 1, 2023 and ending on the Valuation Date.

(iv) “Valuation Date” means earlier of December 31, 2025 or the date upon which a Sale Event occurs.

2. Determination of Adjusted Units. Upon the Valuation Date, the Company’s Adjusted EBITDA for the Performance Period shall be compared to the threshold, target and high hurdles set forth below to determine the total number of Adjusted Units.

(i) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Adjusted Units in accordance with the following table: