CANO Cano Health Inc

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

NOTICE OF FILING OF FIRST SUPPLEMENT TO PLAN SUPPLEMENT IN CONNECTION WITH FOURTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF CANO HEALTH, INC. AND ITS AFFILIATED DEBTORS

PLEASE TAKE NOTICE that beginning on February 4, 2024, Cano Health, Inc. and certain of its subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”) each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that on May 21, 2024, the Debtors filed the Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors [Docket No. 864] (including any exhibits and schedules thereto and as may be modified, amended, or supplemented from time to time in accordance with the terms thereof, the “Plan”).²

PLEASE TAKE FURTHER NOTICE that on May 21, 2024, the Bankruptcy Court entered the Order (I) Approving Proposed Disclosure Statement and Form and Manner of Notice of Disclosure Statement Hearing, (II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice and Objection Procedures for Confirmation of Proposed Plan, and (V) Granting Related Relief [Docket No. 865] (the “Disclosure Statement Order”) that, among other things, (a) approved the Disclosure Statement for the Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors [Docket No. 866] and certain dates and deadlines related to confirmation of the Plan, (b) authorized the Debtors to solicit votes on the Plan, and (c) scheduled a hearing on confirmation of the Plan for June 28, 2024 at 9:30 a.m. (Prevailing Eastern Time), before the Honorable Karen B. Owens, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 6th Floor, Courtroom 3, Wilmington, DE 19801 (the “Confirmation Hearing”).

PLEASE TAKE FURTHER NOTICE that, on June 14, 2024, in accordance with the Plan and the Disclosure Statement Order, the Debtors filed the Notice of Filing of Plan Supplement in Connection with Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors [Docket No. 1023] (as may be amended, modified, or supplemented from time to time, the “Plan Supplement”).

PLEASE TAKE FURTHER NOTICE that, the Debtors hereby files this first supplement to the Plan Supplement (the “First Supplement”) and amend, or amend and restate, the Plan Supplement documents set forth below:

PLEASE TAKE FURTHER NOTICE that the documents, schedules, and other information contained in this First Supplement are integral to and comprise part of the Plan. These documents have not yet been approved by the Bankruptcy Court. If the Plan is approved, the documents contained in the First Supplement and the Plan Supplement will be approved by the Bankruptcy Court pursuant to the order confirming the Plan.

PLEASE TAKE FURTHER NOTICE that the documents, schedules, and other information contained in this First Supplement and the Plan Supplement are not final and remain subject to continuing negotiations among the Debtors and other interested parties. Except as expressly amended or amended and restated as set forth herein, the forms of Plan Supplement documents remain as originally filed. The Debtors reserve all rights to further amend, modify, or supplement the Plan Supplement (including the First Supplement), and any of the documents contained therein, in accordance with the terms of the Plan. If material amendments or modifications are made to any of these documents, the Debtors will file a redline with the Bankruptcy Court prior to the Confirmation Hearing marked to reflect the same.

PLEASE TAKE FURTHER NOTICE that the Plan Supplement and the First Supplement may be viewed free of charge by visiting the website maintained by the Debtors’ claims, noticing, and solicitation agent, Verita,⁵ at https://www.veritaglobal.net/CanoHealth. In addition, a copy of the Plan Supplement may also be obtained by contacting Verita (i) by e-mail via https://www.veritaglobal.net/CanoHealth/Inquiry or (ii) by telephone at 1-888-251-2679 (Domestic) or 310-751-2609 (International). You may also obtain a copy of the Plan Supplement for a fee via PACER at http://www.deb.uscourts.gov.

Dated: June 20, 2024

 Wilmington, Delaware

Exhibit C

First Amendment to the Assumption Schedule

Cano Health, Inc.

Amendments to Assumption Schedule – The Assumption Schedule is hereby amended to incorporate the below changes. Underlined text indicates an addition and strike-through text indicates deletion from the Assumption Schedule.

1

2

Exhibit D

First Amendment to the Rejection Schedule

In re Cano Health, Inc., et al.

Amendments to Rejection Schedule – The Rejection Schedule is hereby amended to add the following Contracts:

1

Exhibit E

Senior Executive Employment Agreements

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and among Cano Health, LLC (the “Company”), [Cano Health, Inc., a Delaware corporation]¹ (the “Parent”), and David Armstrong (the “Executive”), effective as of [•], 2024 (the “Effective Date”).

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 Compliance Officer and General Counsel and shall perform the duties customarily performed by the chief compliance officer and general counsel of a privately held 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.

Page 1 of 24

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 Fifty Thousand and 00/100 Dollars ($350,000.00), 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 $350,000.00. 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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.

(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.

Page 2 of 24

(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) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

Page 3 of 24

(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 the 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.”

(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 Section 3(a) or Section 3(b), as applicable), 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;

Page 4 of 24

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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”);

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

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet, in each case, within 90 days following the Effective Date.

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.

Page 5 of 24

(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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or any of its subsidiaries or affiliates 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”). In addition to the foregoing, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

Page 6 of 24

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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 the consummation of a Change in Control (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. For purposes of this Agreement, “Change in Control” means the sale, transfer, acquisition, issuance or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s securities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution

Page 7 of 24

of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision). For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

(d) Subject to the execution (and non-revocation) and delivery 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”

Page 8 of 24

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 or the Parent 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.

Page 9 of 24

7. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, “Section 409A”), 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) 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, 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 agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to any party.

Page 10 of 24

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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) Ethical Considerations. Executive acknowledges and agrees that, under the terms of this Agreement, Executive will provide legal counsel and advice to the Company and Parent in the regular course of his duties, and that any privileges relating to or arising out of such legal advice and his duties belong solely and exclusively to the Company and Parent, which the Company and Parent expressly do not and will not waive. Executive further acknowledges and agrees that given the attorney-client relationship between the Executive and the Company and Parent, the Executive owes duties to the Company and Parent during the term of this Agreement, and Executive will continue to owe duties to the Company and Parent after his separation of employment from the Company for any reason, such duties as are set forth in ethical rules, regulations, and guidelines established by, among other entities, the American Bar Association and The Florida Bar. By way of example only, the Executive acknowledges and agrees that ethical rules, regulations, and guidelines governing conflicts of interest and confidentiality may limit his ability to represent certain individuals and/or entities (which may include, without limitation, competitors of the Company or Parent) during and after his employment by the Company. 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 [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], if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of 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 period of his employment with the Company (or the Parent, or any subsidiary or affiliate of the Company or the Parent) and for a period of 24 months following the Executive’s separation of employment for any reason (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, the Parent and/or any of their respective subsidiaries or affiliates; provided, however, this Section 8(b) shall not be breached by a

Page 11 of 24

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, the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the 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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the 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, the 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 the 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).

Page 12 of 24

(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, the 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 the Parent, and are necessary to protect the interests of the Company and the 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

Page 13 of 24

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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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 the 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.

Page 14 of 24

(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. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

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, to the extent applicable, 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 the 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

Page 15 of 24

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

Page 16 of 24

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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.

Page 17 of 24

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 or the Parent’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 the 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.

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]

Page 18 of 24

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

Page 19 of 24

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 (David Armstrong) 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

Page 20 of 24

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.

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 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.

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.

Page 21 of 24

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.

Page 22 of 24

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.

_____________, 2024

Page 23 of 24

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

Page 24 of 24

EMPLOYMENT AGREEMENT

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

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 Financial Officer and shall perform the duties customarily performed by the chief financial officer of a privately held 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. Any such Stub Incentive Compensation shall be paid no later than March 15, 2025, subject to the Executive’s continued active employment with the Company on the date of payment. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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.

(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.

Page 2 of 25

(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) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

Page 3 of 25

(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 the 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.”

(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 Section 3(a) or Section 3(b), as applicable), 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;

Page 4 of 25

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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”);

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

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet, in each case, within 90 days following the Effective Date.

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.

Page 5 of 25

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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or any of its subsidiaries or affiliates 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”). In addition to the foregoing, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

Page 6 of 25

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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 the consummation of a Change in Control (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. For purposes of this Agreement, “Change in Control” means the sale, transfer, acquisition, issuance or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s securities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution

Page 7 of 25

of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision). For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

(d) Subject to the execution (and non-revocation) and delivery 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”

Page 8 of 25

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 or the Parent 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.

Page 9 of 25

7. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, “Section 409A”), 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) 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, 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 agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to any party.

Page 10 of 25

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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 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, the 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 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, the 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, the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the Parent and/or any of their respective subsidiaries or affiliates.

Page 11 of 25

(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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the 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, the 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 the 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).

Page 12 of 25

(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, the 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 the Parent, and are necessary to protect the interests of the Company and the 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

Page 13 of 25

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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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 the 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.

Page 14 of 25

9. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

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, to the extent applicable, 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 the 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

Page 15 of 25

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

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.

Page 16 of 25

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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.

Page17 of 25

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 or the Parent’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 the 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.

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]

Page 18 of 25

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

Page 19 of 25

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,

Page 20 of 24

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.

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.

Page 21 of 24

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.

Page 22 of 24

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.

_____________, 2024

Page 23 of 24

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

Page 24of 24

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and among Cano Health, LLC (the “Company”), [Cano Health, Inc., a Delaware corporation]¹ (the “Parent”), and Jennifer Hevia, née Fernandez (the “Executive”), effective as of [•], 2024 (the “Effective Date”).

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 People Officer and shall perform the duties customarily performed by the chief people officer of a privately held 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 her 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 Fifty Thousand and 00/100 Dollars ($350,000.00), 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 $350,000.00. 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. Any such Stub Incentive Compensation shall be paid no later than March 15, 2025, subject to the Executive’s continued active employment with the Company on the date of payment. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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.

(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.

Page 2 of 24

(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/Holidays. During the Term, the Executive shall be entitled to accrue up to twenty-six (26) days of paid time off (“PTO”) in each calendar year (prorated for any partial years of employment), which shall be accrued ratably per pay period. If any accrued PTO remains unused at the end of a calendar, the Executive shall be entitled to carry over up to five (5) days of such unused PTO to the next calendar year, and all other unused PTO will be forfeited. The Executive shall also be entitled to all paid holidays given by the Company to its executives.

(f) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

Page 3 of 24

(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 the 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.”

(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 Section 3(a) or Section 3(b), as applicable), 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.

Page 4 of 24

(e) Termination by the Executive. The Executive may terminate her 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;

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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”);

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

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet, in each case, within 90 days following the Effective Date.

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.

Page 5 of 24

(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 her 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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or any of its subsidiaries or affiliates 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”). In addition to the foregoing, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

Page 6 of 24

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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 the consummation of a Change in Control (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. For purposes of this Agreement, “Change in Control” means the sale, transfer, acquisition, issuance or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s securities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business

Page 7 of 24

combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision). For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

(d) Subject to the execution (and non-revocation) and delivery 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

Page 8 of 24

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 or the Parent 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.

Page 9 of 24

7. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, “Section 409A”), 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) 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, 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 agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to any party.

Page 10 of 24

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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 her 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, the 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 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 herself 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, the Parent and/or any of their respective subsidiaries or affiliates; provided, however, this Section 8(b) shall not be

Page 11 of 24

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, the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the 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 she 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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the 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, the 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 the 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).

Page 12 of 24

(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, the 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 the Parent, and are necessary to protect the interests of the Company and the 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

Page 13 of 24

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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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 the 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.

Page 14 of 24

(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. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

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, to the extent applicable, 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 the 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

Page 15 of 24

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

Page 16 of 24

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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. Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

22. 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.

Page 17 of 24

23. 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.

24. 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.

25. 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 or the Parent’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 the 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.

26. 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]

Page 18 of 24

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

Page 19 of 24

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 (Jennifer Hevia, née Fernandez) 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

Page 20 of 24

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.

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.

Page 21 of 24

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.

Page 22 of 24

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.

_____________, 2024

Page 23 of 24

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

Page 24 of 24

EMPLOYMENT AGREEMENT

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

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 privately held company, as well as such other additional duties that are consistent with the position of Chief Executive Officer, as may from time to time be prescribed by the Parent’s Board of Directors (the “Board”), in its good faith discretion, including maximizing value to shareholders of the Parent, including via exploring third-party investment opportunities or a sale of substantially all or a portion of the Company’s businesses. The Executive shall report directly

to the Board, will serve as a member of the Board and will be the highest ranking executive in the Company unless an Executive Chairman is appointed. 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 (i) 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 or (ii) own shares of, and/or serve as an officer of, Cheer Health Inc.

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 (but no less frequently than annually) by the Board or the Compensation Committee of the Board (the “Compensation Committee”), provided that the Executive’s base salary may be increased above, but not decreased below, the initial base salary of $525,000.00 during the period beginning on the Effective Date and ending on the earlier of (i) January 31, 2025 or (ii) the date that is six months following the Effective Date (the “Retention Period”). On the first day immediately following the end of the Retention Period, the Executive’s base salary shall automatically increase to an annualized gross rate of One Million and 00/100 Dollars ($1,000,000.00), less taxes, withholdings, and deductions that are authorized or required by law, subject to periodic review in accordance with this Section 2(a), provided, that the Executive’s base salary may be increased above, but not decreased below, the base salary of $1,000,000.00 following the expiration of the Retention Period. 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be mutually reasonably agreed upon in good faith by the Board and the Executive. Any such Stub Incentive Compensation shall be paid no later than March 15, 2025, subject to the Executive’s continued active employment with the Company on the date of payment. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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

Page 2 of 26

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.

(c) Expenses. The Executive shall be entitled to receive prompt reimbursement for (i) all reasonable expenses incurred by the Executive during the Term in performing services hereunder and (ii) up to $35,000 of legal fees incurred in connection with negotiating the term sheets in respect of this Agreement and the MIP (as defined below), in each case, 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.

(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) Emergence Award; Additional MIP Awards and MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). In addition to the Emergence Award, the Executive will be entitled to receive one or more additional awards under the MIP with the same vesting and other materials terms and conditions as the Emergence Award actually made to the Executive to the extent there is dilution of the Emergence Award that results from issuances of equity awards with respect to more than ten percent (10%) of the outstanding equity of the Parent on a fully diluted basis as of the Effective Date that are granted while the Executive is employed by the Company or one of its subsidiaries. If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

(g) Minimum Change in Control Payment. Unless the parties otherwise mutually agree, if a Change in Control is consummated prior to [June 28], 2026, the aggregate MIP-related payments to the Executive will be not less than $4,000,000 with any amount above the amount payable in respect of the Emergence Award or any other award granted under the MIP to the Executive on or prior to the date of consummation of such Change in Control (any such amount, the “Additional Bonus Amount”), paid to the Executive as a cash bonus, structured in a manner intended to comply with or be exempt from Section 409A (as defined below), which

Page 3 of 26

Additional Bonus Amount shall be payable in a lump sum cash payment within 30 days following the date of the consummation of such Change in Control. Payment of the Additional Bonus Amount, if any, is subject to the Executive’s continued employment with the Company or one of its subsidiaries through the date of the consummation of such Change in Control, provided that if the Executive’s employment is terminated (x) by the Company without Cause as provided in Section 3(d), (y) by the Executive for Good Reason as provided in Section 3(e), or (z) as a result of the Executive’s death or disability under Section 3(a) or Section 3(b), as applicable, in each case, within 270 days prior to the consummation of such Change in Control, any such Additional Bonus Amount shall remain payable as provided for herein.

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 the Parent’s, or their respective subsidiaries’ or affiliates,’ property for personal purposes;

Page 4 of 26

(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 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 Section 3(a) or Section 3(b), as applicable), 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 prior written consent (each, a “Good Reason Condition”):

(i) a substantial and material diminution in the Executive’s responsibilities, authority, or duties;

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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;

Page 5 of 26

(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”);

(iv) a material breach of this Agreement or any other agreement entered into between the Executive and the Company or any of its subsidiaries or affiliates; or

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet (including as it relates to determining the applicable exit returns and related performance vesting terms (such failure to agree on such exit returns and related performance vesting terms, a “Goal Disagreement”)), in each case, within 90 days following the Effective Date.

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 60 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 must be delivered by the Executive or the Company, as applicable, to the other party at least 60 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.

Page 6 of 26

(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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or any of its subsidiaries or affiliates 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”). In addition to the foregoing, unless otherwise expressly provided for herein, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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.

Page 7 of 26

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 the consummation of a Change in Control (as defined below) (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. For purposes of this Agreement, “Change in Control” means the sale, transfer, acquisition, issuance or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s securities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision). For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

Page 8 of 26

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

(d) In the event the Executive terminates employment for Good Reason due to a Goal Disagreement, 25% of the Time-Vesting Emergence Awards (as defined in the MIP Term Sheet) shall vest or, to the extent that the Emergence Award has not been granted, then such portion of the award shall be granted fully vested prior to the Date of Termination in order to effectuate the foregoing in the form of restricted stock units and/or options, as determined by the Board in consultation with the Executive. For the avoidance of doubt, (i) this Section 5(d) shall only apply in the event of a termination by the Executive for Good Reason due to a Goal Disagreement and (ii) no other portion of the Emergence Award shall vest in connection with such termination other than as described herein.

(e) Subject to the execution (and non-revocation) and delivery 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).

Page 9 of 26

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 or the Parent 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.

Page 10 of 26

7. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, Section 409A”), 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) 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, 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 agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to any party.

Page 11 of 26

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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, the 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 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, the 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,

Page 12 of 26

the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the 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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the 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, the 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 the 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).

Page 13 of 26

(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, the 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 the Parent, and are necessary to protect the interests of the Company and the 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

Page 14 of 26

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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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 the 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.

Page 15 of 26

9. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

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, to the extent applicable, 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 the 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

Page 16 of 26

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

Page 17 of 26

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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.

Page 18 of 26

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 or the Parent’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 the 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.

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, the Executive 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 the Parent; and (ii) any contract of directors and officers liability insurance that covers other directors and executive officers of the Company or the Parent, with coverage that is no less favorable than that provided to other directors and executive officers of the Company or the 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 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.

Page 19 of 26

[Remainder of Page Intentionally Left Blank]

Page 20 of 26

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

Page 21 of 26

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

Page 22 of 26

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.

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.

Page 23 of 26

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.

Page 24 of 26

Page 25 of 26

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

Page 26 of 26

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and among Cano Health, LLC (the “Company”),[Cano Health, Inc., a Delaware corporation]¹ (the “Parent”), and Dr. Pablo Alonso (the “Executive”), effective as of [•], 2024 (the “Effective Date”).

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain C-Suite Executive Employment Agreement, effective as of April 29, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 Medical Officer and shall perform the duties customarily performed by the Chief Medical Officer of an independent primary care 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.

1

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 Fifty Thousand and 00/100 Dollars ($350,000.00), 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 $350,000.00 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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.

(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.

2

(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) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

3

(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 the 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.”

(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 Section 3(a) or Section 3(b), as applicable), 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 Medical Officer of an independent primary care company;

4

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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”);

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

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet, in each case, within 90 days following the Effective Date.

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.

5

(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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or any of its subsidiaries or affiliates 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”). In addition to the foregoing, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

6

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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 the consummation of a Change in Control (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. For purposes of this Agreement, “Change in Control” means the sale, transfer, acquisition, issuance or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s securities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business

7

combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision). For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

(d) Subject to the execution (and non-revocation) and delivery 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

8

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 or the Parent 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; and (3) 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.

9

7. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, “Section 409A”), 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) 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, 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 agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to any party.

10

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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 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, the 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 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, the Parent and/or any of their respective subsidiaries or affiliates; provided, however, this Section 8(b) shall not be breached

11

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, the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the 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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the 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, the 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 the 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).

12

(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 immediately 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, the 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 the Parent and are necessary to protect the interests of the Company and the 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

13

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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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 the 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.

(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.

14

9. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

10. Company Policies. The Executive agrees to be subject to and bound by the terms of any compensation recoupment policy and other policies adopted by the Company, Board or Compensation Committee, including, without limitation, to the extent applicable, 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 the Parent to confirm, or otherwise in furtherance of, compliance with any such 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.

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

15

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

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.

16

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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.

17

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 or the Parent’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 the 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.

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]

18

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

19

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 (Dr. Pablo Alonso) 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

20

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.

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.

21

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.

22

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.

        , 2024

23

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

24

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and among Cano Health, LLC (the “Company”), [Cano Health, Inc., a Delaware corporation]¹ (the “Parent”), and Robert Camerlinck (the “Executive”), effective as of [•], 2024 (the “Effective Date”).

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 Operating Officer and shall perform the duties customarily performed by the chief operating officer of a privately held 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 Four Hundred Thousand and 00/100 Dollars ($400,000.00), 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 $400,000.00. 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. For each fiscal year beginning with the fiscal year ending December 31, 2025, the Executive’s target annual Incentive Compensation shall be 60% 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.

(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.

Page 2 of 24

(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) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

Page 3 of 24

(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 the 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.”

(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 Section 3(a) or Section 3(b), as applicable), 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;

Page 4 of 24

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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”);

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

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet, in each case, within 90 days following the Effective Date.

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.

Page 5 of 24

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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or any of its subsidiaries or affiliates 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”). In addition to the foregoing, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

Page 6 of 24

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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 the consummation of a Change in Control (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. For purposes of this Agreement, “Change in Control” means the sale, transfer, acquisition, issuance or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s securities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer,

Page 7 of 24

reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision). For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

(d) Subject to the execution (and non-revocation) and delivery 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).

Page 8 of 24

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 or the Parent 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) Fr 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.

Page 9 of 24

7. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, “Section 409A”), 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) 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, 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 agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A of in order to preserve the payments and benefits provided hereunder without additional cost to any party.

Page 10 of 24

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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, the 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 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, the 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,

Page 11 of 24

the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the 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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the 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, the 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 the 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).

Page 12 of 24

(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, the 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 the Parent, and are necessary to protect the interests of the Company and the 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

Page 13 of 24

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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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 the 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.

Page 14 of 24

9. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

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, to the extent applicable, 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 the 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

Page 15 of 24

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

Page 16 of 24

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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.

Page 17 of 24

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 or the Parent’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 the 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.

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]

Page 18 of 24

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

Page 19 of 24

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 (Robert Camerlinck) 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

Page 20 of 24

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.

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.

Page 21 of 24

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 and/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.

Page 22 of 24

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.

Page 23 of 24

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

Page 24 of 24

Exhibit E-1

Redline of Senior Executive Employment Agreements

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and among Cano Health, LLC (the “Company”), [Cano Health, Inc., a Delaware corporation]¹ (the “Parent”), and David Armstrong (the “Executive”), effective as of [•], 2024 (the “Effective Date”).

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 Compliance Officer and General Counsel and shall perform the duties customarily performed by the chief compliance officer and general counsel of a privately held 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.

Page 1 of 26

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 Fifty Thousand and 00/100 Dollars ($350,000.00), 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 $350,000.00. 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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.

(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.

Page 2 of 26

(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) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

Page 3 of 26

(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 the 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.”

(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 Section 3(a) or Section 3(b), as applicable), 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.

Page 4 of 26

(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;

(ii) a material diminution in the Executive’s Base Salary or Executive’s Target Bonus, 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”);

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

(v) the failure to adopt the MIP or for the MIP to become effective and/or of the Executive to receive the Emergence Award provided for under the MIP Term Sheet on the terms set forth in the MIP Term Sheet, in each case, within 90 days following the Effective Date.

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

Page 5 of 26

(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, payable within 30 days following the Date of Termination (or such earlier date as may be required by applicable law); (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 or

Page 6 of 26

any of its subsidiaries or affiliates 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”). In addition to the foregoing, if the Executive’s employment with the Company is terminated for any reason by either the Company or the Executive, the Executive’s rights, if any, with respect to the Executive’s equity and equity-based awards at the Parent, including, without limitation, the Emergence Award, shall be governed solely by the Parent’s shareholders agreement (or comparative organizational document), the MIP and the applicable award agreement (collectively, the “Equity Documents”).

(d) Resignation of All Other Positions. Unless otherwise agreed to in writing by the 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 the consummation of a Change in Control (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. For purposes of this Agreement, “Change in Control” means [the acquisition, sale, transfer, acquisition, issuance, or other disposition, in one or more transactions, of (i) all or substantially all of the consolidated assets of the Parent and its subsidiaries (whether directly or indirectly, including, without limitation, by or through the issuance, sale, contribution, transfer or other disposition (including, without limitation, by way of reorganization, merger, share or unit

Page 7 of 26

exchange, consolidation or other business combination) of a majority of the equity interests of any direct and/or indirect subsidiary or subsidiaries of the Parent if substantially all of the consolidated assets of the Parent are held by such subsidiary or subsidiaries), (ii) at least a majority of the Parent’s voting power orsecurities carrying the power to elect or appoint the Board (whether directly or indirectly, including, without limitation, or by way of any reorganization, merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), or (iii) at least a majority of the issued and outstanding common shares of Parent (whether directly or indirectly, including, without limitation, or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or acquisition of beneficial ownership), to (in the case of clause (i), clause (ii) or clause (iii)) any unrelated person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision)]. For the avoidance of doubt, the restructuring pursuant to, and the related transactions contemplated under, the Plan is not a Change in Control and does not trigger the Change in Control Period.

(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); and (iii) any earned but unpaid Incentive Compensation with respect to the completed year prior to the year of the Date of Termination.

(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.

Page 8 of 26

(d) Subject to the execution (and non-revocation) and delivery 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 or the Parent 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.

Page 9 of 26

(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) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder (collectively, “Section 409A”), 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) 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, 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).

Page 10 of 26

(d) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A and intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement that is intended to constitute a separate payment shall be treated as right to receive a series of separate and distinct payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or Parent, as applicable. The parties agree that this Agreement may be amended, as reasonably requested by any party, and as may be necessary to comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to any party.

(e) The Company and the Parent make no representation or warranty and the Company, the Parent, any of their respective affiliates and/or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns, shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A 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) Ethical Considerations. Executive acknowledges and agrees that, under the terms of this Agreement, Executive will provide legal counsel and advice to the Company and Parent in the regular course of his duties, and that any privileges relating to or arising out of such legal advice and his duties belong solely and exclusively to the Company and Parent, which the Company and Parent expressly do not and will not waive. Executive further acknowledges and agrees that given the attorney-client relationship between the Executive and the Company and Parent, the Executive owes duties to the Company and Parent during the term of this Agreement, and Executive will continue to owe duties to the Company and Parent after his separation of employment from the Company for any reason, such duties as are set forth in ethical rules, regulations, and guidelines established by, among other entities, the American Bar Association and The Florida Bar. By way of example only, the Executive acknowledges and agrees that ethical rules, regulations, and guidelines governing conflicts of interest and confidentiality may limit his ability to represent certain individuals and/or entities (which may include, without limitation, competitors of the Company or Parent) during and after his employment by the Company. 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 [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,

Page 11 of 26

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], if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of 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 period of his employment with the Company (or the Parent, or any subsidiary or affiliate of the Company or the Parent) and for a period of 24 months following the Executive’s separation of employment for any reason (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, the 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, the Parent and/or any of their respective subsidiaries or affiliates that to the Executive’s knowledge was engaged in discussion with the Company, the Parent and/or any of their respective subsidiaries or affiliates during the Executive’s employment to do business with the Company, the 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, the 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 the Parent.

“Confidential Information” means all information belonging to the Company, the Parent, or any of their subsidiaries or affiliates which is of any value to the Company, the 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, the

Page 12 of 26

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, the 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 the 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.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company, the 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).

Page 13 of 26

(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 the Parent, and are necessary to protect the interests of the Company and the 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 Section 8(a) or Section 8(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 the Parent; (B) from testifying truthfully in administrative, legislative, or judicial proceedings relating to alleged unlawful conduct by the Company or the 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

Page 14 of 26

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 the 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. Code of Business Conduct and Ethics; and Other Policies. During the Term, Executive shall comply with the Company’s Related Person Transaction Policy and Conflicts of Interest Policy, as well as the Company’s Code of Business Conduct and Ethics.

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, to the extent applicable, 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 the 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

Page 15 of 26

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.

(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

Page 16 of 26

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 exhibit attached hereto, the Equity Documents, and any plans or programs referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, promises, commitments, statements and other representations between the parties concerning such subject matter.

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 parties; provided, however, that the Company or the 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 the Parent shall hereafter effect a reorganization or consolidation, into which the Company or the 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).

Page 17 of 26

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.

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 or the Parent’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 the 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.

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]

Page 18 of 26

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

Page 19 of 26

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 (David Armstrong) 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

Page 20 of 26

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.

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 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.

Page 21 of 26

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.

Page 22 of 26

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.

Page 23 of 26

APPENDIX A

PRIOR MATTER

NOT APPLICABLE

Page 24 of 26

EMPLOYMENT AGREEMENT

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

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

WHEREAS, the Executive, the Company and the Parent previously entered into that certain Amended and Restated Employment Agreement, effective as of January 1, 2024 (the “Prior Employment Agreement”); and

WHEREAS, in connection with the Parent’s and its subsidiaries’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and Its Affiliated Debtors, dated May 21, 2024 [Docket No. 864] (including any exhibits, schedules, and supplements thereto and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Plan”), the Prior Employment Agreement will be deemed rejected as of the Effective Date and the Parent, the Company and the Executive have agreed to enter into a new post-emergence employment agreement on the terms set forth 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 Financial Officer and shall perform the duties customarily performed by the chief financial officer of a privately held 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 the period commencing on the Effective Date and ending on December 31, 2024, the Executive shall be eligible to receive cash incentive compensation (the “Stub Incentive Compensation”) based upon the achievement of certain performance targets, which amount and targets, in each case, shall be determined by the Board in consultation with the CEO. Any such Stub Incentive Compensation shall be paid no later than March 15, 2025, subject to the Executive’s continued active employment with the Company on the date of payment. For each fiscal year beginning with the fiscal year ending December 31, 2025, 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.

(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.

Page 2 of 25

(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) Emergence Award; MIP-Related Provisions. Following adoption of the Parent’s post-emergence management equity incentive plan (as it may be amended, the “MIP”) in accordance with the MIP term sheet attached to the Plan Supplement (as defined in the Plan) (the “MIP Term Sheet”), the Executive shall be eligible to receive an emergence award in accordance with the terms of the MIP Term Sheet, the MIP and the applicable award agreement (the “Emergence Award”). If a Change in Control (as defined below) is consummated before the Emergence Awards are granted, the Board and the Executive will jointly agree on payments to the Executive that are consistent with the payments that the Executive would have received in connection with such Change in Control if the Emergence Award had been granted prior to the consummation thereof.

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.

Page 3 of 25