REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2020, is made and entered into by and among Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 2020 by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • June 30th, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of June [ ], 2020, by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
Deerfield Healthcare Technology Acquisitions Corp.Letter Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June [ ], 2020 by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2020, is by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Deerfield Healthcare Technology Acquisitions Corp. 780 Third Avenue New York, NY 10017Deerfield Healthcare Technology Acquisitions Corp. • June 30th, 2020 • Blank checks • Delaware
Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by DFHTA Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December [●], 2020, by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and each of the undersigned subscribers (each a “Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 16, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and DFHTA Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Deerfield Healthcare Technology Acquisitions Corp. 12,500,000 Units Underwriting AgreementUnderwriting Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 12,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,875,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
CAREMAX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 14th, 2021 • Deerfield Healthcare Technology Acquisitions Corp. • Services-nursing & personal care facilities • Delaware
This Indemnification Agreement, dated June 8, 2021, is made between CareMax, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
FORM OF STRATEGIC SERVICES AGREEMENTForm of Strategic Services Agreement • June 30th, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • Delaware
This Agreement is made on this day of June, 2020 by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and Christopher Wolfe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 18, 2020, by and among (i) Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (“Pubco”), (ii) DFHTA Sponsor LLC, a Delaware limited liability company (“Sponsor”), (iii) each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof, and (iv) each of the other Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) through (iv), an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 11 hereof.
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • Delaware
This Agreement is made on this 16th day of July, 2020 by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and Christopher Wolfe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December [●], 2020, by and between Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”), and each of the undersigned subscribers (each a “Subscriber”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 17th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 13th day of December, 2021 (the “Effective Date”) by and between Managed Healthcare Partners, LLC, a Florida limited liability company (the “Employer”), and Kevin Wirges (the “Executive”).
Deerfield Healthcare Technology Acquisitions Corp. New York, NY 10017 Re: Deerfield Agreement Gentlemen:Letter Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market.
DEERFIELD HEALTHCARE TECHNOLOGY ACQUISITIONS CORP. New York, NY 10017Letter Agreement • July 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) and DFHTA Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION HAS BEEN REDACTED. ESCROW AGREEMENTEscrow Agreement • June 9th, 2021 • Deerfield Healthcare Technology Acquisitions Corp. • Services-nursing & personal care facilities • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of June 8, 2021, by and among DFHTA Sponsor LLC, a Delaware limited liability company (“Sponsor”), Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (“DFHT”), IMC Holdings, LP, a Delaware limited partnership (“IMC Parent”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • October 6th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Florida
This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 30th day of September, 2021 (the “Effective Date”) by and between William C. Lamoreaux, a citizen and resident of Florida (hereinafter “Executive”), and CareMax, Inc., a Delaware corporation (“CareMax”), together with its subsidiaries, including, without limitation, IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC”) (collectively, the “Company”).
SUPPORT AGREEMENTSupport Agreement • June 1st, 2022 • CareMax, Inc. • Services-nursing & personal care facilities • Delaware
This SUPPORT AGREEMENT, dated as of May 31, 2022 (this “Agreement”), is entered into by Deerfield Partners, L.P. (“Stockholder”) and CareMax, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONGCAREMAX, INC.,SPARTA MERGER SUB I LLC,SPARTA MERGER SUB II LLC,SPARTA MERGER SUB III LLC,SPARTA MERGER SUB I INC.,SPARTA MERGER SUB II INC.,SPARTA MERGER SUB III INC.,SPARTA SUB, INC.,SNCN HOLDCO INC.,SICN...Agreement and Plan of Merger • June 1st, 2022 • CareMax, Inc. • Services-nursing & personal care facilities • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 31, 2022 (the “Execution Date”) by and among (i) CareMax, Inc., a Delaware corporation (“Buyer”), (ii) Sparta Merger Sub I Inc., a Delaware corporation (“Merger Sub I”), (iii) Sparta Merger Sub II Inc., a Delaware corporation (“Merger Sub II”), (iv) Sparta Merger Sub III Inc., a Delaware corporation (“Merger Sub III” and, collectively with Merger Sub I and Merger Sub II, “Merger Subs” and each a “Merger Sub”), (v) Sparta Merger Sub I LLC, a Delaware limited liability company (“Merger LLC I”), (vi) Sparta Merger Sub II LLC, a Delaware limited liability company (“Merger LLC II”), (vii) Sparta Merger Sub III LLC, a Delaware limited liability company (“Merger LLC III” and, collectively with Merger LLC I and Merger LLC II, “Merger LLCs” and each a “Merger LLC”), (viii) Sparta Sub Inc., a Delaware corporation (“SACN Holdco”), (ix) SNCN Holdco Inc., a Delaware corporation (“SNCN Holdco”), (x) SICN Holdco Inc., a De
Dated December 18, 2020 Business Combination Agreement between Deerfield Healthcare Technology Acquisitions Corp., as DFHT CareMax Medical Group, LLC, as CareMax IMC Medical Group Holdings, LLC, as IMC the entities listed in Annex I, as the CareMax...Business Combination Agreement • December 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • New York
Deerfield Healthcare Technology Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
ASSET PURCHASE AGREEMENT BY AND AMONG UNLIMITED MEDICAL SERVICES OF FLORIDA, LLC, THE ESTATE OF NORBERTO FLEITES, Caremax Medical Centers of Central Florida, LLC, CAREMAX, INC., AND CERTAIN OTHER PARTIES HERETO Dated as of July 5, 2021Asset Purchase Agreement • July 7th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of July 5, 2021 (the “Execution Date”), by and among Unlimited Medical Services of Florida, LLC, a Florida limited liability company, dba DNF Medical Centers (“Seller”), The Estate of Norberto Fleites (the “Estate”), The Marital Trust for the benefit of Dignorah Y. Rua established under The Norberto Fleites Incomplete Gift Trust u/a/d July 30th, 2015 (“Trust #1”), The Non-Beneficiary Controlled Trust for the benefit of Norberto Fleites, Jr. established under The Norberto Fleites Incomplete Gift Trust u/a/d July 30th, 2015 (“Trust #2”), The Non-Beneficiary Controlled Trust for the benefit of Jennifer Fleites, established under The Norberto Fleites Incomplete Gift Trust u/a/d July 30th, 2015 (“Trust #3”, and, together with Trust #1 and Trust #2, collectively, the “Trusts”), Norberto Fleites, Jr., an individual (“NFJ”), Dignorah Y. Rua, an individual (“DR”), Jennifer Fleites, an individual (“JF”, and, t
Nonstatutory Stock Option Agreement Under the CAREMAX, Inc. 2021 LONG-TERM Incentive PlanNonstatutory Stock Option Agreement • October 25th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Delaware
FIRST AMENDMENT TO MSO RISK AGREEMENTMso Risk Agreement • June 14th, 2021 • Deerfield Healthcare Technology Acquisitions Corp. • Services-nursing & personal care facilities • Florida
This FIRST AMENDMENT TO MSO RISK AGREEMENT (this “Amendment”), dated December 17, 2015, has been entered into by and between HealthSun Health Plans, Inc., a Florida corporation (“HealthSun” or the “Plan”), and Managed Healthcare Partners, LLC, a Florida limited liability company (“MSO”). HealthSun and MSO are referred to individually as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • December 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of December 18, 2020 (the “Business Combination Agreement”) by and among Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (“DFHT”) and the other parties thereto. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms in the Business Combination Agreement.
December 18, 2020Deerfield Letter Agreement • December 21st, 2020 • Deerfield Healthcare Technology Acquisitions Corp. • Blank checks
CareMax, Inc.CareMax, Inc. • May 9th, 2024 • Services-nursing & personal care facilities
Given your position as Chief Financial Officer of CareMax, Inc. (the “Company”), you are key to the Company’s business and your continued employment is important to the Company’s future success. For purposes of this letter agreement (the “Agreement”), references to the “Company” should, to the extent applicable, be deemed to include the Company’s subsidiaries.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and is the type that the registrant treats as private or confidential. EXCLUSIVE REAL ESTATE ADVISORY...Subscription Agreement • July 13th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • New York
THIS EXCLUSIVE REAL ESTATE ADVISORY AGREEMENT (this “Agreement”), dated as of July 13, 2021 (the “Effective Date”), is by and between CAREMAX, INC., a Delaware corporation (the “Company”), RELATED CM ADVISOR, LLC, a Delaware limited liability company (the “Advisor”), and, solely for purposes of Sections 2(c) and (d), 15 and 17 through 27 hereof, THE RELATED COMPANIES, L.P. (“Related”).
HEALTHSUN HEALTH PLANS, INC. MSO Risk Agreement With MANAGED HEALTHCARE PARTNERS, LLC Effective July 1, 2009 MANAGED HEALTHCARE PARTNERS MSO RISK AGREEMENTMso Risk Agreement • June 14th, 2021 • Deerfield Healthcare Technology Acquisitions Corp. • Services-nursing & personal care facilities • Florida
This MSO Risk Agreement (“Agreement”) is made and entered into as of this 1st day of July, 2009, by and among HealthSun Health Plans, Inc., a Florida corporation (“HealthSun” or “Plan”), and Managed Healthcare Partners, LLC, a Florida limited liability company (“MSO”).
CareMax, Inc. Restricted Stock Units Agreement under the CareMax, Inc. 2021 Long-Term Incentive PlanRestricted Stock Units Agreement • October 25th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Delaware
Incentive Stock Option Agreement Under the CareMax, Inc. 2021 Long-Term Incentive PlanIncentive Stock Option Agreement • October 25th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Delaware
Restricted Stock Agreement under the CareMax, Inc. 2021 Long-Term Incentive PlanRestricted Stock Agreement • October 25th, 2021 • CareMax, Inc. • Services-nursing & personal care facilities • Delaware
This Agreement (the “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock of CareMax, Inc., a Delaware corporation (the “Company”), granted to you, _______________________, effective as of ____________ (the “Grant Date”), pursuant to the CareMax, Inc. 2021 Long-Term Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
