EX-10.4




 Exhibit 10.4 

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 

This Amendment (this “Amendment”) to that certain REGISTRATION RIGHTS AGREEMENT, dated as of July 13, 2021 (the
“Original Agreement”), by and among (i) CareMax, Inc., a Delaware corporation (“Pubco”), (ii) Related CM Advisor, LLC, a Delaware Limited Liability Company (the “Advisor”), and (iii) each
of the other Persons who, at any time, own securities of Pubco and enter into a joinder to the Original Agreement agreeing to be bound by the terms thereof (each Person identified in the foregoing (ii) and (iii), an “Investor”
and, collectively, the “Investors”), is made as of November 10, 2022 (the “Amendment Date”), by and among Pubco and the Advisor (the “Parties”). Unless otherwise provided in this Amendment,
capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Agreement. 
 WHEREAS,
pursuant to Section 12(d) of the Original Agreement, the Original Agreement may be amended or waived only with the prior written consent of Pubco and the Advisor, and any amendment or waiver effected in accordance with
Section 12(d) of the Original Agreement shall be binding upon each Investor and Pubco; and 
 WHEREAS, the undersigned
Parties include Pubco and the Advisor, and the Parties desire to make certain amendments to the Original Agreement with respect to Sections 2(h), 3(c) and 3(d) of the Original Agreement; 

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

 

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



  

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



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

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



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











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

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



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

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



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

 

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



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



 

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


 [Signature Pages Follow] 

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

			
	CAREMAX, INC.
		
	By:	 	 /s/ Carlos A. de Solo

	Name: Carlos A. de Solo
	Title: Chief Executive Officer


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











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

			
	RELATED CM ADVISOR, LLC
		
	By:	 	 /s/ Bryan Cho

	Name: Bryan Cho
	Title: Executive Vice President


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