Exhibit 10.4


 


May 2022


 


Amir Bacchus, M.D.


Via email


 


		Re:	Transaction Bonus



 


Dear Amir,


 


As you know, on December 3,
2021 (the “Closing Date”), P3 Health Group, LLC (“P3 LLC”) consummated a business
combination with P3 Health Partners Inc. (f/k/a Foresight Acquisition Corp.) (the “Company”) that resulted in
the Company becoming the sole managing member of P3 LLC (the “Business Combination”).


 


We are pleased to inform you
that, in connection with the Business Combinations, the Board of Directors of the Company (the “Board”) has
approved a cash transaction bonus subject to the terms and conditions set forth in this letter agreement (this “Agreement”).


 


1.   Transaction
Bonus: Subject to and conditioned upon the Transaction Bonus Terms (as defined below), the Company will pay you a cash bonus
in an aggregate amount equal to $3,700,000 (the “Transaction Bonus”). $1,700,000 of the Transaction Bonus will
be payable in a lump-sum amount within 5 calendar days following the date on which you execute this Agreement, and the remaining $2,000,000
of the Transaction Bonus (the “Second Bonus”) will be payable in a lump-sum amount on December 15, 2022;
and, except as approved by the Board in its sole discretion, if at any time you fail to comply with the Transaction Bonus Terms, you acknowledge
and agree that you will be required to repay the Transaction Bonus (or forfeit any portion of the Transaction Bonus that has not yet been
paid). If your employment is terminated for Cause by the Company or without Cause by Executive (each, as defined in your employment agreement)
prior to December 15, 2022, then you agree that you will not be entitled to receive the Second Bonus.


 


2.   The
Transaction Bonus Terms: In exchange for the Transaction Bonus you have agreed to the following:


 


		a)	Not to offer, sell, or announce an intention to dispose of any shares of the Company’s Class A
common stock (the “Common Stock”) until the closing of the Company’s first underwritten offering and sale
of Common Stock (the “First Secondary Sale”). This does not affect or limit your ability to sell your pro rata
share of stock in the First Secondary Sale.



 


		b)	For the remainder of your employment with the Company and its affiliates following the First Secondary
Sale, you will only sell your stock in the Company pursuant to a customary 10b5-1 plan that is entered into in consultation with the Company
and in accordance with the Company’s insider trading policies.



 


		c)	Any 10b5-1 plan filed by you or your designee during your employment following the First Secondary Sale
will limit sales of the Common Stock under the plan to no more than (I) up to 4% of the trading volume for the Company’s stock
on any trading day and (II) 5% of Common Stock held by you or by a trust you have established during any twelve-month period.



 






     


     


    

 


		d)	This Agreement applies to Common Stock held by you directly or Common Stock which is held in a trust which
you have established.



 


This Transaction Bonus will be subject to any
required withholding or deductions. This Agreement will be governed by Delaware law.


 


Please indicate your acceptance
and acknowledgement of, and agreement to, the foregoing by signing and dating this Agreement in the space provided below for your signature.


 


	 	Sincerely,
	 	 
	 	P3 Health Partners Inc.
	 	 
	 	 
	 	By: 	/s/ Mark Thierer
	 	Name: Mark Thierer
	 	Title:  Chairman of the Board
	 	 
	 	P3 Health Group Management, LLC
	 	 
	 	 
	 	By:	 /s/ Jessica Puathasnanon
	 	Name: Jessica Puathasnanon
	 	Title:  Authorized Officer




 


Accepted, Acknowledged and Agreed,


this 16th day of May, 2022


 


	By:	/s/ Amir Bacchus, M.D.	 
	 	Amir Bacchus, M.D.