Exhibit 10.1


 


[***]
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 AGREEMENT


 


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”).


 


W I
T N E S S E T H


 


WHEREAS,
the Company has been formed through the acquisition of CareMax Medical Group, LLC and IMC Medical Group Holdings, LLC by the Company;


 


WHEREAS,
Advisor is a Subsidiary of  Related;


 


WHEREAS,
as part of the Company’s current business plan, the Company plans to establish Facilities (as defined below) that will serve
the senior residents of low-income housing developments, including developments that may be owned by Affiliates (as defined below) of
the Advisor, which centers will be designed in part to enhance the health and well-being of the residents of such developments, and other
medically underserved neighborhoods, and to improve the quality, health outcomes, and efficiency of care to be provided to such residents;


 


WHEREAS, the Company desires to avail itself of
the experience, sources of information, advice and assistance of the Advisor and to have the Advisor undertake the duties and responsibilities
of exclusive real estate advisor to the Company and its Subsidiaries as provided herein;


 


NOW, THEREFORE, in consideration of the foregoing
and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


1.            Definitions.
As used in this Agreement, the following terms have the definitions hereinafter indicated:


 


Affiliate
or Affiliated. With respect to a Person, any other Person that either directly or indirectly controls, is controlled by
or is under common control with the first Person. The term “control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests,
by contract or otherwise. For purposes of this Agreement, the Advisor, its Affiliates and the Advisor Director shall not be deemed to
be Affiliates of the Company and its Subsidiaries.


 


Board.
The Board of Directors of the Company.


 


Board
Condition. The Board Condition shall be satisfied so long as (i) this Agreement shall not have been terminated; (ii) the
Advisor is not in material default under this Agreement; and (iii) Related and its controlled Affiliates and their
respective directors, managers and officers collectively are beneficial owners (determined in accordance
with Rule 13d-3(a) promulgated by the SEC under the Exchange Act but without giving effect to any other section of such rule)
of at least 500,000 shares of Class A Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar
adjustments).


 


Class A
Common Stock. Class A common stock, par value $0.0001 per share, of the Company.


 


Exchange
Act.  The Securities Exchange Act of 1934, as amended.


 


Exchange
Rules. The rules of The Nasdaq Stock Market LLC or any other national
securities exchange or national quotation system which shall be the principal securities exchange or quotation system on which the Class A
Common Stock is then listed or quoted.


 






     


     


    

 


Facility.
A medical center (which may be a new ground up build, an adaptive reuse of an existing building, or a third-party leased space)
owned or leased by the Company and/or one of its Subsidiaries, except for real estate subject to Section 2(b).


 


Governmental
Entity. Any United States (i) federal, state, local, municipal or other government; (ii) governmental or quasi-governmental
entity of any nature (including, without limitation, any governmental agency, branch, department, official or entity and any court or
other tribunal); (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory
or taxing authority or power of any nature, including, without limitation, any arbitral tribunal and self-regulatory organizations; or
(iv) any national securities exchange or national quotation system.


 


Independent
Director. A director of the Board who does not fail to meet any of the independence criteria set forth in Rule 5605(2)(A) through
(F) (or any successor bright-line rules) of the rules of The Nasdaq Stock Market LLC (or
any corresponding rules of any other national securities exchange or national quotation system which shall be the principal
securities exchange or quotation system on which the Class A Common Stock is then listed or quoted)
or any bright-line independence criteria for directors generally (as opposed to committee members) that may be promulgated in the rules or
regulations of the SEC.


 


Law.
Collectively, any federal, state, or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule,
regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental
Entity.


 


Person.
An individual, corporation, limited liability company, partnership, estate, trust, association, private foundation, joint stock company
or other entity.


 


Practice.
A corporation, limited liability company, partnership, joint venture or other entity or organization (i) that engages in the practice
of providing medical services or of owning the equity interests of other Persons engaged in the practice of medical services and (ii) managed
by the Company or any of its Subsidiaries under a management agreement.


 


SEC.
The United States Securities and Exchange Commission.


 


Securities
Act.  The Securities Act of 1933, as amended.


 


Subsidiary.
A corporation, limited liability company, partnership, joint venture or other entity or organization (i) of which the Company or
any other Subsidiary of the Company is a general partner or managing member; (ii) of which the voting power to elect a majority
of the board of directors, trustees or others performing similar functions with respect to such entity or organization or the management
of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Company or by any one or
more of the Company’s Subsidiaries; or (iii) that is a Practice.


 


Warrant.
A warrant exercisable for one share of Class A Common Stock, each at an initial exercise price of $11.50 per share.


 


2.            Appointment;
Exclusivity.


 


		(a)	The Company and the Advisor each hereby agree that the Advisor shall serve as exclusive real estate advisor to the Company and its
Subsidiaries that is engaged to provide the collective Services set forth in Section 3 below, on the terms and conditions
set forth in this Agreement.



 


		(b)	Notwithstanding anything to the contrary contained herein, the Company’s exclusivity obligation in this Agreement shall not
apply to (i) real estate leased or acquired by the Company or its Subsidiaries directly or indirectly in connection with acquisitions
of entities by the Company or its Subsidiaries and the Advisor shall not be entitled to any fees or commissions in connection with such
transactions unless the Advisor is requested in writing by the Company or one of its Subsidiaries to perform Services with respect thereto;
(ii) any real estate advisory or other services provided to the Company and/or its Subsidiaries that are not specified in Section 3(a) through
(i) below; (iii) any Services to be provided in a jurisdiction or with respect to a property where the Company or any
of its Subsidiaries reasonably determines, after consultation with the Advisor, that it is in the best interest of the Company or such
Subsidiary for a Person other than the Advisor or any other controlled Affiliate of  Related to provide such Services;
or (iv) any Facility for which the Advisor has declined to provide Services pursuant to Section 5(a).



 






    -2- 


     


    

 


		(c)	Neither
Related nor any of its controlled Affiliates, including the Advisor, shall, directly or indirectly, provide real estate advisory services,
including, but not limited to, any of the Services (as defined below), to any Person that, directly or indirectly, provides value-based
Medicare or Medicaid services under Governmental Entity programs in the United States as a significant portion of the business of such
Person, other than to the Company and its Subsidiaries, including, but not limited to, any Person listed on Annex A hereto, which Annex
may be supplemented from time to time upon agreement by the Company and the Advisor acting in good faith (the Persons lists on such Annex
A, each a “Specified Restricted Party”); [***]



 


		(d)	In
addition to, but not limiting, the provisions of Section 2(c) above, no Affiliate of Related that is not controlled
by Related shall, directly or indirectly, provide real estate advisory services, including, but not limited to, any of the Services,
to (i) any Specified Restricted Party, or (ii) any Person that, directly or indirectly, provides value-based Medicare or Medicaid
services under Governmental Entity programs in the United States as a significant portion of the business of such Person, other than
to the Company and its Subsidiaries; [***]



 


3.            Responsibilities
and Authority of the Advisor. Subject to the restrictions included in this Agreement, the Advisor hereby agrees, either directly
or through any other controlled Affiliate of  Related, to use commercially reasonable efforts to provide the following
services only in connection with real estate (collectively, the “Services”):


 


		(a)	source new clinic opportunities nationally;



 


		(b)	provide resident and market data/insights to help inform the Company’s marketing, expansion, business development and other
plans;



 


		(c)	where reasonably requested by the Company, participate in community outreach programs for the benefit of the Company and its Subsidiaries,
including introducing local political and community leaders to the Company;



 


		(d)	coordinate the space planning process and manage build out execution of Facilities to the Company’s specifications;



 


		(e)	where reasonably requested by the Company, serve as an intermediary with landlords for the ongoing management of the Company’s
and its Subsidiaries’ real estate portfolio;



 






    -3- 


     


    

 


		(f)	designate certain individuals who are assisting the Company to participate in healthcare fraud and abuse training through the Company’s
compliance program;



 


		(g)	where reasonably requested by the Company, engage and leverage relationships with local political and community leaders for the benefit
of the Company and its Subsidiaries;



 


		(h)	assist in the negotiation of real estate leases, subject to Section 5(b), including negotiating with landlords with the
objective to maximize available tenant improvement dollars and obtain the best available terms; and



 


		(i)	in consultation with the Company and in each case subject to the Company’s written approval, do all other things it reasonably
deems necessary to assure its ability to render the foregoing services, including, but not limited to, assisting the Company in identifying
and engaging other service providers to provide the foregoing services in jurisdictions or situations where the Advisor is unable to provide
such services.



 


In
connection with the provision of the Services set forth above, the Advisor shall use commercially reasonable efforts to (i) maintain
compliance in all material respects with all applicable Laws; (ii) cooperate with accountants, attorneys, architects and other
individuals representing the Company (including by using commercially reasonable efforts to render Services in respect of the selection
and preparation of Facilities, the negotiation and preparation of leases and the closing of the resulting transactions); (iii) use
the standard of care and diligence as is customary for professional providers of like services; (iv) provide a sufficient number
of qualified and skilled personnel (“Personnel”) to perform and complete the Services, including by taking reasonable
measures to provide that its Personnel who perform Services hereunder comply with their duties and obligations applicable thereto under
this Agreement, provided that the Company reserves the right, in its reasonable discretion with reasonable notice after consultation
with the Advisor, to reject any of the Personnel assigned by the Advisor in connection with this Agreement; (v) where reasonably
requested by the Company with reasonable notice, regularly advise and consult with the Company regarding the Services, and (vi) where
reasonably requested by the Company with reasonable notice, provide the Company and the Board (and any committee thereof) with reports
pertaining to the provision of the Services and the Advisor’s other obligations under this Agreement (in the format and with the
frequency reasonably requested by the Company, but not more than quarterly).


 


4.            Responsibilities
of the Company. Subject to the restrictions included in this Agreement and applicable Law, with respect to each Facility with
respect to which the Advisor is requested to, has or will provide any of the Services, the Company hereby agrees to use commercially reasonable
efforts to:


 


		(a)	license such Facility and its staff as required by applicable Law;



 


		(b)	credential providers at such Facility as required by applicable Law;



 


		(c)	maintain and execute a compliance plan; and



 


		(d)	do all other things reasonably necessary to permit the Advisor to render the Services in respect of such Facility.



 


The
Company agrees that it will use commercially reasonable efforts to (i) maintain compliance in all material respects with all applicable
Laws and (ii) cooperate with accountants, attorneys, architects and other individuals representing the Advisor to facilitate
provision of the Services.


 


5.            Site
Relationships.


 


		(a)	The Advisor shall advise the Company on the selection of sites for Facilities based on, among other things, local population market
research and hospital and specialist availability. The Company will have the sole authority, in its absolute discretion, to determine
sites for Facilities; provided that the Advisor shall not be obligated to provide any Services in respect of a Facility that the
Advisor has not approved (such approval not to be unreasonably delayed, withheld, or conditioned); provided further that the Advisor
shall not be entitled to any fee or commission in connection with a Facility that the Advisor has not approved.



 






    -4- 


     


    

 


		(b)	If the Company determines, in its sole and absolute discretion, to open a Facility in a location owned by an Affiliate of the Advisor,
then, the Company or one of its Subsidiaries will enter into a lease with an Affiliate of the Advisor for such Facility. Each such lease
shall be on arm’s-length fair market value terms that are reasonably acceptable to the Company (in
accordance with the Company’s policies for approval of related party transactions) and the Advisor.



 


		(i)	The
                                            Company shall enter into a lease for the Facility to be located at Bronx Terminal Market
                                            with such lease including the terms set forth on the letter of intent attached as Exhibit
                                            A to this Agreement and such other terms as may be reasonably acceptable to the Company
                                            and the Advisor. The Company has entered into a lease for the Facility to be located at 1915
                                            Third Avenue, a copy of which is attached as Exhibit B to this Agreement.



 


		(c)	The Advisor shall assist the Company in developing a marketing plan for each new Facility for which the Advisor provides Services,
including providing relevant data and other information pertaining to such new Facility site. Each such marketing plan shall include,
but will not be limited to:



 


		(i)	plans to advertise the Company in buildings owned by Affiliates of the Advisor and their surrounding neighborhoods, subject to compliance
with applicable Law regulating such advertising;



 


		(ii)	insight into the retail traffic patterns in buildings owned by Affiliates of the Advisor;



 


		(iii)	information regarding how to apply the Company’s established community marketing plans to such new Facility; and



 


		(iv)	information regarding sales resources of the Company and its Subsidiaries to be dedicated to such new Facility.



 


	 	(d)	The Advisor will use commercially reasonable efforts to inform the Company of any locations in affordable housing properties in which
Related has a direct or indirect majority interest that are proposed to be leased or otherwise provided to Persons who primarily provide
value-based Medicare or Medicaid services under Governmental Entity programs for use as clinics or other medical facilities, so as to
allow the Company the opportunity, in its sole discretion, to negotiate to enter into a lease for such location on terms to be mutually
agreed.




 


6.            Expansion
Plan.


 


		(a)	The Company and the Advisor will jointly create a plan for expansion of the Company’s business to sites for new Facilities,
beginning with four sites for new Facilities in New York City (including the two Facilities set forth in Section 5(b)(i)).



 


		(b)	The plan for expansion shall have the following goals for progression: [***]



 






    -5- 


     


    

 


		(c)	The Company and the Advisor shall coordinate the annual planning process relative to location selection for new Facilities.



 


7.            Governance.


 


		(a)	Appointment of the Initial Advisor Director. On or prior to the date hereof, the Board shall take such actions as are necessary
to appoint a designee of the Advisor to the Board as a Class III director (such Person, in such capacity, and each Alternate Director
(as defined below), if an Alternate Director is appointed pursuant to Section 7(b), the “Advisor Director”)
to serve as a director of the Company until the 2024 annual meeting of stockholders of the Company, or until the Advisor Director’s
earlier death, resignation, or removal. Any designee for the Advisor Director (including, for the avoidance of doubt, the Alternate Director)
shall (i) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld, delayed or conditioned), (ii) qualify
as an Independent Director, unless otherwise consented to by the Board, and (iii) as reasonably determined by the Board, have the
relevant financial and business experience to be a director of the Company (the “Director Qualifications”). Any designee
for the Advisor Director shall provide all reasonably requested background information to the Company (including a completed copy of the
Company’s standard D&O questionnaire), shall consent to a customary background check, and shall submit to customary interviews
with the Board.



 


		(b)	Director Appointment. Thereafter, for so long as the Board Condition is continuously satisfied and subject to the provisions
of this Agreement, the Company shall (i) cause the Board (or the appropriate committee thereof)
to nominate and recommend to the stockholders of the Company the election of the Advisor Director at any meeting of the stockholders of
the Company (or in any resolution by written consent in lieu thereof) at which the Advisor Director is being considered for election to
the Board and (ii) use efforts commensurate with those used with respect to each other director proposed by the Board, to cause the
Advisor Director to be elected to the Board at each such meeting (or in any written resolution by written consent in lieu thereof).



 


		(c)	Replacement of the Advisor Director. If, at any time that the Board Condition has continuously been satisfied, the Advisor
Director shall have resigned, died, been removed from office, or shall be ineligible to serve as a director (for any reason, including
pursuant to the Exchange Rules or applicable Law), (i) the Advisor shall have the right (but not the obligation), upon written
notice to the Company, to designate an alternate Person (the “Alternate Director”) to replace the Advisor Director
on the Board as the new Class III Director and (ii) the Board or a committee of the Board comprised of Independent Directors
shall promptly, following the receipt of written notice from the Advisor, review the qualifications of such Alternate Director, and, subject
to the terms and conditions of this Agreement, either appoint such Alternate Director to serve on the Board as the Advisor Director if
the proposed Advisor Director meets the Director Qualifications or inform the Advisor that the Alternate Director does not meet the Director
Qualifications. If the Board determines that the Alternate Director does not meet the Director Qualifications, the Advisor shall be permitted
to designate an alternate Person as an Alternate Director.



 


		(d)	Committees. To the extent permitted by applicable Law and any requirements under the Exchange Rules, the Advisor Director shall
be considered by the Board for service on one or more of the committees of the Board.



 


		(e)	Compensation and Information Rights. The Advisor Director shall be entitled to compensation, reimbursement, indemnification,
information and other rights in connection with the Advisor Director’s role as a director to the same extent as other directors
who are not employees of the Company. The Advisor Director shall execute such agreements of general applicability to all non-employee
directors of the Company in a substantially similar form executed by other non-employee directors of the Company, including with respect
to confidentiality, insider trading, indemnification or other corporate governance matters.



 






    -6- 


     


    

 


		(f)	Resignation. As a condition to the appointment as an Advisor Director, each Advisor Director shall tender to the Advisor a
conditional resignation of such Advisor Director that the Advisor shall tender to the Board, for acceptance by the Board, in its sole
discretion, following (i) the failure of the Advisor to satisfy clause (i) of the definition of the term “Board Condition”
or (ii) the Advisor’s concurrence (which shall not be unreasonably withheld, delayed, or conditioned) with a good faith determination
by the Company of the failure of (A) the Advisor to satisfy clauses (ii) or (iii) of the Board Condition or (B) the
Advisor Director to satisfy the Director Qualifications.



 


		(g)	Reporting. If requested, the Company shall assist the Advisor Director or Alternate Director, as applicable, with the filing
of ownership reports required under Section 16(a) of the Exchange Act.



 


8.            Other
Financial Arrangements.


 


		(a)	Subscription Agreement. Concurrently with the execution of this Agreement, the Company and the Advisor (or an Affiliate of
the Advisor designated by the Advisor) shall each execute a subscription agreement in the form attached hereto as Exhibit C
(the “Subscription Agreement”), pursuant to which:



 


		(i)	the Advisor (or an Affiliate of the Advisor designated by the Advisor) will purchase from the Company 500,000 shares of Class A
Common Stock at a purchase price of $10.00 per share;



 


		(ii)	the Company will issue to the Advisor (or an Affiliate of the Advisor designated by the Advisor) 2,000,000 Warrants to purchase shares
of Class A Common Stock, which Warrants will be fully vested upon issuance and shall be in the form attached hereto as Exhibit D;
and



 


		(iii)	the Company will issue to the Advisor (or an Affiliate of the Advisor designated by the Advisor) 6,000,000 Warrants to purchase shares
of Class A Common Stock, 500,000 of which will vest in connection with the opening of each Facility other than the Facilities referenced
in Section 5(b)(i), which shall be in the form attached hereto as Exhibit D.



 


		(b)	Lock-Up. Concurrently with the execution of this Agreement, the Company and the Advisor (and any Affiliate of the Advisor receiving
shares of Class A Common Stock or Warrants) shall each execute a lock-up agreement in the form attached hereto as Exhibit E
(the “Lock-Up Agreement”), which will provide that the shares of Class A Common Stock issuable pursuant to the
Subscription Agreement or the Warrants issued thereunder will be subject to a six month lock-up restriction, in addition to any restrictions
pursuant to the Securities Act or applicable Law.



 


		(c)	Registration Rights. Concurrently with the execution of this Agreement, the Company and the Advisor (and any Affiliate of the
Advisor receiving shares of Class A Common Stock or Warrants) shall enter into a Registration Rights Agreement in the form attached
as Exhibit C to the Subscription Agreement (the “Registration Rights Agreement”).



 


		(d)	Lease Commissions. With respect to leases for new Facilities for properties for which the Advisor provides Services,
                                                                                                                                                       following the execution of a new lease for such a Facility, the Company shall pay or cause the third-party landlord to pay the
                                                                                                                                                       Advisor a commission equal to [***] of the standard market leasing commission not to exceed [***] of first year rent, as in effect
                                                                                                                                                       from time to time. Advisor shall use its reasonable best efforts to cause the commission referred to in the foregoing sentence to be
                                                                                                                                                       paid by the applicable third-party landlord. In connection with the exercise of any right to renew or extend a lease previously
                                                                                                                                                       entered into by the Company or its Affiliates and/or to lease other or additional premises at any existing Facility, the Advisor
                                                                                                                                                       shall only be entitled to a lease commission if the Company requests in writing that the Advisor provide Services or other
                                                                                                                                                       feasibility and analytical support to the Company or its Affiliates in connection with such renewal or extension, and the Advisor
                                                                                                                                                       does in fact provide such Services, in which case such commission shall be payable in accordance with the preceding sentence.



 






    -7- 


     


    

 


		(e)	Advisor Overhead Recovery. In the event that the Company engages the Advisor to serve as construction project manager, the
Advisor shall submit a written estimate of budgeted costs, fees and expenses (the “Estimate”), and upon approval of
such Estimate by the Company in its reasonable discretion, the Company shall pay to the Advisor the overhead recovery expenses contemplated
by such Estimate; provided, however, that nothing in this Agreement shall be construed to require the Company to use the
Advisor as construction project manager for any Facility or to pay any costs, fees or expenses to Advisor as a construction project manager,
except as provided in this Section 8(e).



 


		(f)	Cost Reimbursement. The Company shall promptly reimburse Advisor, periodically upon request and in any event within 30 days
after such request, for all documented out-of-pocket expenses reasonably incurred by Advisor on behalf of the Company in connection with
performance of the Services under this Agreement; provided that any expense or series of related expenses greater than $10,000
shall require the prior written approval of the Company.



 


9.            Relationship
of the Company and the Advisor. The Company and the Advisor are not partners or joint venturers with each other, and nothing in
this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.


 


10.          Representations
and Warranties.


 


		(a)	The Company hereby makes the following representations and warranties to the Advisor, all of which shall survive the execution and
delivery of this Agreement:



 


		(i)	The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.



 


		(ii)	The Company has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations
hereunder.



 


		(iii)	The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary action on the
part of the Company.



 


		(iv)	This Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with
its terms, except as limited by bankruptcy, insolvency, receivership and similar Laws from time to time in effect and general principles
of equity, including, without limitation, those relating to the availability of specific performance.



 


		(v)	Each of the Company and its Subsidiaries have obtained all material licenses and permits under applicable Law necessary to conduct
their respective businesses as currently conducted and each of the Company and its Subsidiaries shall maintain or cause to be maintained
such licenses and permits during the term of this Agreement.



 


		(b)	The Advisor hereby makes the following representations, warranties and covenants to the Company, all of which shall survive the execution
and delivery of this Agreement:



 


		(i)	The Advisor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.



 


		(ii)	The Advisor has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations
hereunder.



 






    -8- 


     


    

 


		(iii)	The execution, delivery and performance of this Agreement by the Advisor have been duly authorized by all necessary action on the
part of the Advisor.



 


		(iv)	This Agreement constitutes a legal, valid and binding agreement of the Advisor enforceable against the Advisor in accordance with
its terms, except as limited by bankruptcy, insolvency, receivership and similar Laws from time to time in effect and general principles
of equity, including, without limitation, those relating to the availability of specific performance.



 


		(v)	The Advisor and its Personnel have obtained all material licenses and permits under applicable Law necessary to perform the Advisor’s
obligations under this Agreement, and the Advisor shall maintain or cause to be maintained such licenses and permits during the term of
this Agreement.



 


		(c)	Each party will promptly inform the other party if any of the representations herein ceases to be true.



 


11.          Term.
Subject to Section 12 below, this Agreement shall continue in force until the twelfth anniversary of the Effective Date. Thereafter,
this Agreement shall be subject to renewal upon mutual consent of the parties.


 


12.          Termination.


 


		(a)	The Company may terminate this Agreement, effective upon 60 days’ prior written notice of termination to the Advisor, in the
event that the Advisor is in material default in the performance or observance of any term, condition or covenant contained in this Agreement
and such material default shall continue unremedied for a period of 60 days after written notice thereof is received by the Advisor specifying
such material default and requesting that the same be remedied in such time period; provided that, a default by the Advisor may only be
deemed material hereunder if such default (i) arises from a breach of a material term of this Agreement, (ii) constitutes a
material breach thereof, and (iii) is not caused by a failure on the part of the Company or its Subsidiaries to comply with its responsibilities
hereunder. Notwithstanding the foregoing, the Company may terminate this Agreement, effective upon notice thereof to the Advisor, if (A) the
Advisor breaches, in bad faith, any provision of this Agreement, or (B) there is an event of gross negligence on the part of the
Advisor in the performance of its duties under this Agreement that is not capable of remedy or remains unremedied for a period of 40 days
after written notice thereof is received by the Advisor specifying such event and requesting that the same be remedied in such time period.



 


		(b)	The Advisor may terminate this Agreement, effective upon 60 days’ prior written notice of termination to the Company, in the
event that the Company is in material default in the performance or observance of any term, condition or covenant contained in this Agreement
and such material default shall continue unremedied for a period of 60 days after written notice thereof is received by the Company specifying
such material default and requesting that the same be remedied in such time period, provided that, a default by the Company may only be
deemed material hereunder if such default (i) arises from a breach of a material term of this Agreement, (ii) constitutes a
material breach thereof, and (iii) is not caused by a failure on the part of the Advisor or its Affiliates to comply with its responsibilities
hereunder. In addition, following the three year anniversary of the Effective Date, the Advisor may terminate this Agreement, effective
upon two years’ prior written notice of termination to the Company delivered on or after such three year anniversary, if (i) following
such time as all Warrants contemplated to be issued under this Agreement as of the Effective Date have vested, the Advisor provides written
notice to the Company that the Advisor in good faith believes that it should receive further compensation for continuing to provide the
Services through the remainder of the term of this Agreement, and (ii) following a period of good faith negotiation between the parties
of not less than six months following such notice, the Advisor and the Company are unable to agree on such further compensation to be
paid to the Advisor.



 






    -9- 


     


    

 


		(c)	The termination of this Agreement pursuant to this Section 12 shall not affect any remedies that the terminating party
may be entitled to pursuant to Section 15.



 


13.          Survival.
The provisions of Section 9, 12(c), 15 through 27 shall survive expiration or termination of this Agreement.


 


14.          Assignment;
No Third Party Beneficiaries.


 


		(a)	This Agreement may be assigned by the Advisor to an Affiliate of the Advisor with the approval of the Company, which shall not be
unreasonably withheld, delayed, or conditioned.



 


		(b)	This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the
Company to a Person that is a successor in interest of the Company by merger, consolidation, purchase of assets, stock sale or exchange
or other similar transaction, as the case may be.



 


		(c)	This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set
forth in this Section 14 and Section 15.



 


15.          Limitation
on Liability; Indemnification; Remedies.


 


		(a)	The Company shall indemnify, defend and protect the Advisor, Related, their Affiliates and their respective directors, officers, employees, partners,
managers, members, controlling persons (each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Advisor
Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable
attorneys’ fees and amounts reasonably paid in settlement) (collectively, the “Liabilities”) incurred by the
Advisor Indemnified Parties in or by reason of any pending, threatened or completed action, claim, suit, proceeding or investigation brought
by a third party not Affiliated with the Advisor Indemnified Parties or Company Indemnified Parties (as defined below) (each and collectively,
an “Action”) (i) directly arising out of any action taken or omitted to be taken by the Company or any of its
Subsidiaries in connection with the performance of any of their obligations under this Agreement or (ii) arising out of the rendering
of the Services by the Advisor in accordance with the terms of this Agreement, except, in each case of (i) and (ii), to the extent
it is finally judicially determined that such Liabilities resulted from (A) the bad faith, gross negligence or willful misconduct
of such Advisor Indemnified Party, (B) the violation of applicable Law by an Advisor Indemnified Party, or (C) a breach by the
Advisor of this Agreement.



 


		(b)	The Advisor and Related shall jointly and severally indemnify, defend and protect the Company, its Affiliates and their
                                                                                                                                                       respective directors, officers, employees, partners, managers, members, controlling persons (each of whom shall be deemed a third
                                                                                                                                                       party beneficiary hereof) (collectively, the “Company Indemnified Parties” and, together with the Advisor
                                                                                                                                                       Indemnified Parties, the “Indemnified Parties” and each an “Indemnified Party”) and hold them
                                                                                                                                                       harmless from and against all Liabilities incurred by the Company Indemnified Parties in or by reason of any pending, threatened or
                                                                                                                                                       completed Action directly arising out of any action taken or omitted to be taken by the Advisor or any of its Affiliates in
                                                                                                                                                       connection with the performance of any of their obligations under this Agreement, except to the extent it is finally judicially
                                                                                                                                                       determined that such Liabilities resulted from (A) the bad faith, gross negligence or willful misconduct of such Company
                                                                                                                                                       Indemnified Party, (B) the violation of applicable Law by a Company Indemnified Party, or (C) a breach by the Company of
                                                                                                                                                       this Agreement.



 






    -10- 


     


    

 


		(c)	In the event that any Indemnified Party receives notice of commencement of any Action for which such Indemnified Party is entitled
to indemnification pursuant to this Section 15, such Indemnified Party shall promptly notify the party obligated to indemnify
such Indemnified Party pursuant to this Section 15 (the “Indemnifying Party”); provided, however,
that failure to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 15 except
to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall not settle, compromise or
consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnity
may be sought hereunder, whether or not any Indemnified Party is an actual or potential party to such Action, without the Indemnified
Party’s prior written consent (which consent shall not be unreasonably withheld in the case of an Action involving only the payment
of money damages), unless such settlement is confidential and (i) includes an unconditional release of the Indemnified Parties from
all liability in any way related to or arising out of such Action and (ii) does not include an admission of fault, culpability or
a failure to act by or with respect to the Indemnified Parties or an adverse statement regarding the reputation or conduct of the Indemnified
Parties.



 


		(d)	In case any such Action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to elect to assume the defense thereof, and such election to assume the defense thereof shall
relieve the Indemnifying Party of the obligation to reimburse the Indemnified Party for reasonable legal and other costs and expenses
incurred by such Indemnified Party in defending itself; provided that, if the Indemnifying Party elects to assume the defense of such
Action pursuant to this clause (d), the Indemnifying Party shall appoint counsel reasonably satisfactory to the Indemnified Party to represent
the Indemnified Party in such Action and shall pay all legal or other fees and expenses related to such Action as incurred; and, provided
further that the Indemnified Party shall promptly refund to the Indemnifying Party, as applicable, such fees and expenses to the extent
incurred in connection with an Action as to which there has been a final judicial determination that the Indemnified Person is not entitled
to indemnification pursuant to the terms of this Section 15. In any such Action, the Indemnified Party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary in writing, (ii) the Indemnifying Party has
failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party, (iii) the Indemnified Party shall
have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to
the Indemnifying Party, or (iv) the named parties in any such Action (including any impleaded parties) include the Indemnifying Party,
on one hand, and the Indemnified Party, on the other, and representation of both by the same counsel would be inappropriate due to actual
or potential differing interest between them.



 


		(e)	Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be liable to any Indemnified Party for any
punitive, incidental, consequential, special or indirect damages, including its loss of future revenue or income, its loss of business
reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value, including diminution of
value of the Class A Common Stock or Warrants, or any damages based on any type of multiple. Except as set forth in Section 15(f),
the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation,
warranty, covenant, agreement, or obligation set forth in this Agreement or otherwise relating to the subject matter of this Agreement,
shall be pursuant to the termination provisions set forth in Section 12 and the indemnification provisions set forth in this
Section 15 and, for the avoidance of doubt, it is acknowledged and agreed that upon vesting of each Warrant pursuant to the
terms thereof, the rights of each holder thereof shall be unconditionally and irrevocably vested in such holder without regard to or recourse
in respect of any obligation under or pursuant to this Agreement.



 






    -11- 


     


    

 


		(f)	The parties agree that irreparable damage and harm would occur in the event that Section 2 (Appointment; Exclusivity)
or 27 (Confidentiality) of this Agreement was not performed in accordance with its terms and that, although monetary damages may
be available for such a breach, monetary damages would be an inadequate remedy therefor. Accordingly, each of the parties agrees that,
in the event of any breach or threatened breach of Section 2 (Appointment; Exclusivity) or 27 (Confidentiality) of
this Agreement by either party, the other party shall be entitled to an injunction or injunctions, specific performance and other equitable
relief to prevent or restrain breaches or threatened breaches hereof and to specifically enforce the terms and provisions hereof. A party
seeking an order or injunction to prevent breaches of this Agreement or to enforce specifically the terms and provisions hereof shall
not be required to provide, furnish or post any bond or other security in connection with or as a condition to obtaining any such order
or injunction, and each party hereby irrevocably waives any right it may have to require the provision, furnishing or posting of any such
bond or other security. In the event that any legal proceeding should be brought in equity to enforce the provisions of Section 2
(Appointment; Exclusivity) or 27 (Confidentiality) of this Agreement, each party agrees that it shall not allege, and each party
hereby waives the defense, that there is an adequate remedy available at law.



 


16.          Insurance;
Fidelity Bond. Neither the Advisor nor the Company shall be required to obtain or maintain insurance or a fidelity bond in connection
with the performance of its services hereunder.


 


17.          Notices.
Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall be given by being
delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:


 


To the Company:                                      CareMax, Inc.


1000 NW 57 Court, Suite 400


Miami, FL 33126


Attention: General Counsel


 


With a copy, which shall not constitute
notice, to:


 


DLA Piper LLP (US)


200 S. Biscayne Boulevard, Suite 2500


Miami, FL 33131


Attention: Joshua M. Samek, Esq.


 


To the Advisor:                                         Related CM Advisor,
LLC

30 Hudson Yards

New York, NY 10001

Attention: Bryan Cho


 


With a copy, which shall not constitute
notice, to:


 


Sullivan & Cromwell LLP


125 Broad Street


New York, NY 10004


Attention: Robert W. Downes


 


Either party may at any time give notice in writing
to the other party of a change in its address for the purposes of this Section 17.


 


18.            Amendments.
This Agreement shall not be changed, modified, or discharged, in whole or in part, except by an instrument in writing signed by each of
the parties hereto, or their respective successors or assignees.


 


19.            Severability.
The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid
or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in
part.


 






    -12- 


     


    

 



 


20.            Governing
Law; WAIVER OF JURY TRIAL. This Agreement shall be construed in accordance with the laws of the State of New York without giving
effect to conflicts of laws provisions thereof that would cause the laws of another jurisdiction to be applied. EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


21.            Submission
to Jurisdiction; Consent to Service of Process. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of
and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute,
claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined
in such court. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance
of such dispute.


 


22.            Entire
Agreement. This Agreement, the Subscription Agreement and the warrants attached thereto, the Lock-Up Agreement, the Registration
Rights Agreement and the exhibits, schedules and annexes hereto and thereto contain the entire agreement and understanding among the parties
hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms
hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.


 


23.            Indulgences,
Not Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy,
power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any
other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


24.            Fees
and Expenses. Each of the Advisor, Related and the Company shall bear its own expenses in connection with the
negotiation of this Agreement and consummation of the transactions contemplated hereby.


 


25.            Titles
Not to Affect Interpretation. The titles of sections and subsections contained in this Agreement are for convenience only, and
they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.


 


26.            Execution
in Counterparts. This Agreement may be executed in any number of counterparts, and by PDF or other electronic means, each of which
shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one
and the same instrument. This Agreement shall become binding when the counterparts hereof, taken together, bear the signatures of all
of the parties reflected hereon as the signatories.


 






    	 	-13-	 



     


    

 


27.            Confidentiality.
The Advisor and the Company agree that (x) any trade secrets, know-how, or confidential material, information or data relating to
development and/or business operations, strategies or ideas of the Advisor or its Affiliates, on the one hand, and the Company or its
Subsidiaries, on the other hand, (y) any information pertaining to the leasing (including lease negotiations), operation and management
of any Facility, and (z) all financial information pertaining to the Company or its Subsidiaries, and their respective officers,
directors, stockholders, members, partners and Affiliates and the Facilities (collectively, “Confidential Information”)
and that is disclosed by a party hereto (the “Disclosing Party”) to the other party hereto (the “Receiving
Party”) may not be disclosed by the Receiving Party unless otherwise permitted by this Agreement. Confidential Information shall
not include information (a) in the public domain other than as a result of a breach of this Agreement, (b) known to the Receiving
Party from a source other than the Disclosing Party without a breach hereof by the Receiving Party, or (c) independently developed
by the Receiving Party without information received from the Disclosing Party. In addition, the parties hereto may disclose Confidential
Information (i) in any action to enforce the provisions of this Agreement, (ii) as required by the Exchange Act or the rules or
regulations promulgated thereunder, the Securities Act or the rules or regulations promulgated thereunder or other applicable Law
or legal process, (iii) as required or requested by the SEC, the Nasdaq Stock Market LLC or any other Governmental Entity, or (iv) to
accountants, attorneys, advisors, investors, financing sources, and insurers who agree to or are otherwise required to maintain the information
in confidence.


 


[SIGNATURES ON THE FOLLOWING PAGE.]


 



    	 	-14-	 



     


    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	CAREMAX, INC.	 
	 	 
	By:	/s/ Carlos A. de Solo	 
	 	Name:	Carlos A. de Solo	 
	 	Title:	President and Chief Executive Officer	 



 


 


	RELATED CM ADVISOR, LLC	 
	 	 
	By:	/s/ Bryan Cho	 
	 	Name:	Bryan Cho	 
	 	Title:	Executive Vice President	 



  


	Solely with respect to Sections 2(c) and (d), 15 and 17 through 27:	 
	 	 
	THE RELATED COMPANIES, L.P.	 
	By: The Related Group, Inc.	 
	 	 
	By:	/s/ Richard L. O’Toole	 
	 	Name:	Richard L. O’Toole	 
	 	Title:	Executive Vice President	 





 









    	 	-15-	 



     


    

 


Exhibit A


Bronx Terminal Market Letter of Intent


 









    	 	 	 



     


    

 


Exhibit B


1915 Third Avenue Lease


 









    	 	 	 



     


    

 


Exhibit C


Form of Subscription Agreement


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of July 13, 2021 by and between CAREMAX, INC.,
a Delaware corporation (the “Company”), and Related CM Advisor, LLC, a Delaware limited liability company (the “Subscriber”).


 


WHEREAS, concurrently with the execution of this
Subscription Agreement, the Company is entering into an Exclusive Real Estate Advisory Agreement with the Subscriber, whereby the Company
has agreed that the Subscriber shall serve as exclusive real estate advisor to the Company (the “Advisory Agreement”
and the entrance into the Advisory Agreement, the “Transaction”);


 


WHEREAS, in connection with the Transaction, Subscriber
desires to subscribe for and purchase from the Company (i) five hundred thousand (500,000) shares (the “Subscribed Shares”)
of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)
for a purchase price of $10.00 per share (the “Per Share Price”), (ii) a Warrant in the form attached hereto as
Exhibit A (the “Series A Warrant”) to purchase two million (2,000,000) shares of Class A Common
Stock (the “Series A Warrant Shares”) and (iii) a Warrant in the form attached hereto as Exhibit B
(the “Series B Warrant” and, together with the Series A Warrant, the “Warrants” and, together
with the Subscribed Shares, the “Securities”) to purchase 6,000,000 shares of Class A Common Stock (the “Series B
Warrant Shares” and, together with the Series A Warrant Shares, the “Warrant Shares”), for the aggregate
purchase price of five million dollars ($5,000,000) (the “Purchase Price”), and the Company desires to issue and sell
to the Subscriber the Securities in consideration of the payment of the Purchase Price by or on behalf of the Subscriber to the Company;


 


WHEREAS, concurrently with the execution of this
Subscription Agreement, the Company and the Subscriber will enter into a Registration Rights Agreement in the form attached hereto as
Exhibit C (the “Registration Rights Agreement”); and


 


WHEREAS, concurrently with the execution of this
Subscription Agreement and in connection with the purchase of the Securities, the Company and the Subscriber are entering into a Lock-Up
Agreement in the form attached as Exhibit D to the Advisory Agreement (the “Lock-Up Agreement” and, together with
this Subscription Agreement, the Warrants, the Advisory Agreement and the Registration Rights Agreement, the “Subscription Documents”),
which provides that the Subscribed Shares and the Warrant Shares will be subject to a six month lock-up restriction as set forth therein,
in addition to any restrictions pursuant to applicable law.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


Section 1.         Subscription.
Subject to the terms and conditions hereof, at the Closing (as defined below), the Subscriber hereby agrees to subscribe for and purchase
from the Company, and the Company hereby agrees to issue and sell to the Subscriber, upon the payment of the Purchase Price, the Subscribed
Shares (such subscription and issuance, the “Subscription”).


 


Section 2.         Closing.


 


(a)            The
consummation of the Subscription and the issuance of the Warrants (the “Closing”) shall occur on the date hereof (the
 “Closing Date”). At the Closing, the Subscriber shall deliver the Purchase Price for the Securities by wire transfer
of United States dollars in immediately available funds to the account specified by the Company, and the Company shall deliver to the
Subscriber (i) the Subscribed Shares in book entry form (or, at the request of Subscriber, by issuance of a certificate, duly executed
on behalf of the Company and countersigned by the Company’s transfer agent, representing such Subscribed Shares), free and clear
of any liens or other restrictions (other than those arising under the Subscription Documents or applicable securities laws), in the name
of Subscriber (or its nominee in accordance with its delivery instructions), (ii) evidence from the Company’s transfer agent
of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date, (iii) an executed Series A Warrant and
(iv) an executed Series B Warrant.


 






    	 	 	 



     


    

 


Section 3.         Company
Representations and Warranties. The Company represents and warrants to the Subscriber that:


 


(a)            The
Company (i) is validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and
authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform
its obligations under the Subscription Documents and (iii) is duly licensed or qualified to conduct its business and, if applicable,
is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business
or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii),
where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. For purposes of this
Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition
or effect with respect to the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse
effect on the business, properties, assets, liabilities, operations, condition (including financial), stockholders’ equity or results
of operations of the Company, or a material adverse effect on the legal authority and ability of the Company to comply in all material
respects with the terms of the Subscription Documents, including the issuance and sale of the Securities.


 


(b)            The
Securities have been duly authorized and, when issued and delivered to the Subscriber against full payment therefor in accordance with
the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable, free and clear of all liens or other
restrictions, and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Company’s
governing and organizational documents or the laws of the State of Delaware.


 


(c)            The
Subscription Documents have been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution
and delivery of the same by the Subscriber to the extent a party thereto, each of the Subscription Documents shall constitute the valid
and legally binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies.


 


(d)            The
execution, delivery and performance of the Subscription Documents, including the issuance and sale of the Securities hereunder, the compliance
by the Company with all of the provisions of the Subscription Documents have and the consummation of the transactions contemplated herein
and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant
to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which
the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property
or assets of the Company or any of the Subsidiaries is subject, (ii) the organizational documents of the Company, or (iii) any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of the Subsidiaries or any of their respective properties that, in the case of clauses (i) and (iii) would
reasonably be expected to have a Company Material Adverse Effect.


 


(e)            The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including Nasdaq) or other
person in connection with the execution, delivery and performance of the Subscription Documents (including, without limitation, the issuance
of the Securities), other than (i) notice filings required by applicable state securities laws, (ii) the filing of a registration
statement as contemplated by the Registration Rights Agreement and the declaration of effectiveness with respect thereto by the Commission,
(iii) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), if applicable, (iv) any filing required by Nasdaq and (v) those
the failure of which to obtain would not have a Company Material Adverse Effect.


 






    	 	-19-	 



     


    

 


(f)             Except
for such matters as have not had and would not have a Company Material Adverse Effect, there is no (i) suit, action, proceeding or
arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against
the Company or any of the Subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator
outstanding against the Company or any of the Subsidiaries.


 


(g)            Assuming
the accuracy of the Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement,
no registration under the Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Securities
by the Company to the Subscriber.


 


(h)            Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Securities. The Securities are not being offered in a
manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. Neither
the Company nor any person acting on the Company’s behalf has, directly or indirectly, at any time within the past six (6) months,
made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate
the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale
by the Company of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to this Subscription
Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval
provisions. Neither the Company nor any person acting on the Company’s behalf has offered or sold or will offer or sell any securities,
or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Securities,
as contemplated hereby, to the registration provisions of the Securities Act.


 


(i)             No
 “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is
applicable.


 


(j)             The
Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
regulations thereunder.


 


(k)             The
Class A Common Stock is eligible for clearing through The Depository Trust Company (the “DTC”), through its Deposit/Withdrawal
At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect
to the Class A Common Stock. The Company’s transfer agent is a participant in DTC’s Fast Automated Securities Transfer
Program. The Class A Common Stock is not, and has not been at any time, subject to any DTC “chill,” “freeze”
or similar restriction with respect to any DTC services, including the clearing of shares of Class A Common Stock through DTC


 


(l)             No
broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Securities
to the Subscriber.


 


(m)            As
of their respective dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other document required
to be filed by the Company with the Commission since December 18, 2020 (the “SEC Documents”) complied in all material
respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. Except as has been disclosed in the
SEC Documents, the financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present
in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments, and such consolidated
financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except
that the unaudited financial statements may not contain all footnotes required by GAAP). A copy of each SEC Document is available to the
Subscriber via the Commission’s EDGAR system. The Company has timely filed each report, statement, schedule, prospectus, and registration
statement that the Company was required to file with the Commission since its initial registration of the Common Stock with the Commission.
There are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the
Commission with respect to any of the SEC Documents as of the date hereof


 






    	 	-20-	 



     


    

 


(n)            As
of the date hereof, the authorized share capital of the Company consists of 260,000,000 shares of common stock (the “Common Stock”),
including 250,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B common stock, par value $0.0001 per share
(the “Class B Common Stock”), and 1,000,000 preferred shares, par value $0.0001 per share (“Preferred
Shares”). As of the date hereof and immediately prior to the Closing and prior to giving effect to the Transaction: (i) 80,632,457
shares of Class A Common Stock, no shares of Class B Common Stock and no Preferred Shares were issued and outstanding; (ii) excluding
the Warrants being purchased hereunder, 2,875,000 warrants, each exercisable to purchase a share of Class A Common Stock at $11.50
per full share, and 2,916,667 private placement warrants, each exercisable to purchase a share of Class A Common Stock at $11.50
per full share, were issued and outstanding; (iii) 6,400,000 shares of Class A Common Stock are reserved for issuance as earnout
shares in connection with the Business Combination; and (iv) no Common Stock was subject to issuance upon exercise of outstanding
options. All (A) issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable
and are not subject to preemptive rights and (B) outstanding warrants as of the date hereof have been duly authorized and validly
issued, are fully paid and are not subject to preemptive rights. As of the date hereof, except as set forth above and pursuant to the
Subscription Documents, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company
any Common Stock or other equity interests in the Company (collectively, “Equity Interests”) or securities convertible
into or exchangeable or exercisable for Equity Interests.


 


(o)            The
issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed for
trading on Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against
the Company by Nasdaq or the Commission with respect to any intention by such entity to deregister the shares of Common Stock or prohibit
or terminate the listing of the shares of Common Stock on Nasdaq. The Company has taken no action that is designed to terminate the registration
of the shares of Common Stock under the Exchange Act.


 


(p)            Upon
consummation of the transactions contemplated hereby, the issued and outstanding shares of Common Stock will continue to be registered
pursuant to Section 12(b) of the Exchange Act and will be listed for trading on Nasdaq.


 


(q)            The
Company is not, and immediately after receipt of payment for the Securities and consummation of the Transaction, will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(r)             On
or prior to the Closing Date, the issuance, sale, vesting and exercise of the Subscribed Shares, Warrants and Warrant Shares has been
approved by the Board of Directors of the Company for all purposes under Section 16(b) of the Exchange Act and Rule 16b-3(d) thereunder.


 


(s)            The
Company has not adopted a shareholders rights plan (or “poison pill”) or similar arrangement relating to accumulations of
beneficial ownership of Common Stock or a change in control of the Company.


 


(t)             There
has been no action taken by the Company, or, to the knowledge of the Company, any officer, director, equityholder, manager, employee,
agent or representative of the Company, in each case, acting on behalf of the Company, in violation of any applicable Anti-Corruption
Laws (as herein defined), (i) the Company has not been convicted of violating any Anti-Corruption Laws or subjected to any investigation
by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Company has not conducted or initiated
any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged
act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) the Company has not received
any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption
Laws. As used herein, “Anti-Corruption Laws” means any applicable laws relating to corruption and bribery, including the U.S.
Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption.


 






    	 	-21-	 



     


    

 


Section 4.         Subscriber
Representations and Warranties. The Subscriber represents and warrants to the Company that:


 


(a)            The
Subscriber (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and (ii) has
the requisite power and authority to enter into and perform its obligations under the Subscription Documents to which it is party.


 


(b)            The
Subscription Documents to which it is party have been duly authorized, executed and delivered by the Subscriber, and assuming the due
authorization, execution and delivery of the same by the Company, the Subscription Documents to which the Subscriber is party shall constitute
the valid and legally binding obligation of the Subscriber, enforceable against the Subscriber in accordance with their terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally
and by the availability of equitable remedies.


 


(c)            The
execution and delivery of the Subscription Documents to which the Subscriber is party, the purchase of the Subscribed Shares, the compliance
by the Subscriber with all of the provisions of the Subscription Documents to which it is party and the consummation of the transactions
contemplated herein or therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the
Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
or instrument to which the Subscriber is a party or by which the Subscriber or any of its affiliates (as used herein as defined in Rule 12b-2
under the Exchange Act) is bound or to which any of the property or assets of the Subscriber is subject; (ii) the organizational
documents of the Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Subscriber or any of its properties that in the case of clauses (i) and
(iii), would reasonably be expected to have a material adverse effect on the Subscriber’s ability to consummate the transactions
contemplated hereby, including the purchase of the Subscribed Shares.


 


(d)            The
Subscriber (i) is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is
acquiring the Securities only for its own account and not for the account of others and (iii) is not acquiring the Securities with
a view to, or for offer or sale in connection with, any distribution of the Securities or the Warrant Shares in violation of the Securities
Act.


 


(e)            The
Subscriber understands that the Securities are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that neither the Securities nor the Warrant Shares have been registered under the Securities Act. The Subscriber
understands that neither the Securities nor the Warrant Shares may be offered, resold, transferred, pledged or otherwise disposed of by
the Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof,
(ii) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act,
(iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met, or
(iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, including pursuant to a private
sale effected under Section 4(a)(7) of the Securities Act or applicable formal or informal Commission interpretation or guidance,
such as a so-called “4(a)(1) and a half’ sale, and that the Warrants and any certificates representing the Subscribed
Shares or the Warrant Shares shall contain a legend to such effect, which legend shall be subject to removal as set forth in the Registration
Rights Agreement. As a result of these transfer restrictions, the Subscriber understands that the Subscriber may not be able to readily
resell the Securities or the Warrant Shares and may be required to bear the financial risk of an investment in the Securities and the
Warrant Shares for an indefinite period of time. The Subscriber acknowledges and agrees that the Securities and the Warrant Shares will
not be eligible for offer, resale or disposition pursuant to Rule 144 promulgated under the Securities Act until at least the first
anniversary of the consummation of the Business Combination. The Subscriber understands that it has been advised to consult legal counsel
prior to making any offer, resale, pledge or transfer of any of the Securities and the Warrant Shares. By making the representations herein,
the Subscriber does not agree to hold the Securities or the Warrant Shares for any minimum or other specific term and reserves the right
to assign, transfer or otherwise dispose of any of the Securities or the Warrant Shares at any time in accordance with or pursuant to
a registration statement or an exemption under the Securities Act, except as explicitly provided for in the Lock-Up Agreement to which
Subscriber is party.


 






    	 	-22-	 



     


    

 


(f)             The
Subscriber understands and agrees that the Subscriber is purchasing the Subscribed Shares and the Warrant Shares directly from the Company.


 


(g)            In
making its decision to purchase the Subscribed Shares and Warrant Shares, respectively, the Subscriber has relied and will rely, respectively,
solely upon independent investigation made by the Subscriber. Without limiting the generality of the foregoing, the Subscriber has not
relied on any statements or other information other than as provided concerning the Company or the Securities or the offer and sale of
the Securities. The Subscriber acknowledges and agrees that the Subscriber has received access to, and has had an adequate opportunity
to review, such information as the Subscriber deems necessary in order to make an investment decision with respect to the Securities.


 


(h)             The
Subscriber became aware of this offering of the Securities solely by means of direct contact between the Subscriber and the Company or
a representative of the Company, and the Securities were offered to the Subscriber solely by direct contact between the Subscriber and
the Company or a representative of the Company. The Subscriber did not become aware of this offering of the Securities, nor were the Securities
offered to the Subscriber, by any other means. The Subscriber acknowledges that the Company represents and warrants that the Securities
were not offered by any form of advertising or, to its knowledge, general solicitation.


 


(i)             The
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities. The
Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
an investment in the Securities, and the Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and
tax advice as the Subscriber has considered necessary to make an informed investment decision. The Subscriber (A) is a sophisticated
investor, experienced in investing and capable of evaluating investment risks independently, both in general and with regard to the purchase
of the Securities, and (B) has exercised independent judgment in evaluating its participation in the purchase of the Securities.


 


(j)             The
Subscriber has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities
are a suitable investment for the Subscriber and that the Subscriber is able at this time and in the foreseeable future to bear the economic
risk of a total loss of the Subscriber’s investment in the Company. The Subscriber acknowledges specifically that a possibility
of total loss exists.


 


(k)             The
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities
or made any findings or determination as to the fairness of this investment.


 


(l)             The
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by
the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by
the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any
OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or
(iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Subscriber agrees to provide law
enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Subscriber is permitted to do
so under applicable law. To the extent required, Subscriber maintains policies and procedures reasonably designed for the screening of
its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, the Subscriber maintains policies
and procedures reasonably designed to ensure that the funds held by the Subscriber and used to purchase the Subscribed Shares or the Warrant
Shares were legally derived.


 


(m)           No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result
of the purchase and sale of the Securities hereunder such that a declaration to the Committee on Foreign Investment in the United States
would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208)
over the Company from and after the Closing as a result of the purchase and sale of the Subscribed Shares or the Warrant Shares hereunder.


 






    	 	-23-	 



     


    

 


(n)            The
Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty or covenant made
by any person, firm or corporation (including, without limitation, the Company, any of its affiliates or any of its or their respective
control persons, officers, directors, employees, agents or representatives), other than the representations and warranties and covenants
of the Company expressly set forth in the Subscription Documents, in making its investment or decision to invest in the Company.


 


(o)            No
broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by the Subscriber solely in connection with
the issuance of the Securities to the Subscriber.


 


Section 5.         Miscellaneous.


 


(a)            All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, upon non-automated confirmation of receipt from the recipient, (iii) upon delivery or refusal of delivery after being sent
to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) upon delivery or refusal of
delivery after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each
case, addressed to the intended recipient at its address specified below or to such electronic mail address or address as subsequently
modified by written notice given in accordance with this Section 5(a):


 


	If to the Company:	 	CareMax, Inc.
	 	 	1000 NW 57 Court
	 	 	Suite 400
	 	 	Miami, FL 33126
	 	 	Telephone: ***
	 	 	Attention: General Counsel
		 	Email: ***



 


	With a copy (which shall not constitute notice) to:	 	DLA Piper LLP (US)
	 	 	200 South Biscayne Boulevard
	 	 	Suite 2500
	 	 	Miami, FL 33131
	 	 	Telephone: (305) 702-8880
	 	 	Attention: Joshua M. Samek, Esq.
	 	 	Email:    Joshua.Samek@us.dlapiper.com



 


	If to the Subscriber:	 	Related CM Advisor, LLC
	 	 	30 Hudson Yards
	 	 	New York, NY 10001
	 	 	Telephone: (212) 801-1145
	 	 	Attention: Bryan Cho
	 	 	Email: ***



 






    	 	-24-	 



     


    

 



 


	With a copy (which shall not constitute notice) to:	
    

    Sullivan & Cromwell LLP

    125 Broad Street

    New York, NY 10004

    Telephone: (212) 558-4312

    Attention: Robert W. Downes

    Email: downesr@sullcrom.com



 


(b)           The
Subscriber acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations and
warranties of the Subscriber contained in this Subscription Agreement; provided, however, that the foregoing clause of this Section 5(b) shall
not give the Company any rights other than those expressly set forth herein. The Company acknowledges that the Subscriber will rely on
the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.


 


(c)            Each
of the Company and the Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


(d)           Each
party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


(e)            Neither
this Subscription Agreement, nor any rights that may accrue to the Subscriber hereunder may be transferred or assigned by the Subscriber.
Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned by the Company.
Notwithstanding the foregoing, the Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of
its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber)
or, with the Company’s prior written consent, to another Person; provided, that no such assignment shall relieve the Subscriber
of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written consent
to such relief. For purposes hereof, “Person” means an individual, corporation, limited liability company, partnership,
estate, trust, association, private foundation, joint stock company or other entity.


 


(f)            All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(g)           The
Company may request from the Subscriber such additional information as the Company may reasonably deem necessary to register the Subscribed
Shares and the Warrant Shares for resale, and the Subscriber shall promptly provide such information as may be reasonably requested, to
the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the Company
agrees to keep any such information provided by the Subscriber confidential, except (A) as required by the federal securities laws,
rules or regulations and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request
of the staff of the Commission or regulatory agency or under the regulations of Nasdaq. The Subscriber acknowledges that the Company may
file this Subscription Agreement with the Commission as an exhibit to a current or periodic report of the Company or a registration statement
of the Company.


 


(h)           This
Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto.


 


(i)            This
Subscription Agreement and the other Subscription Documents constitute the entire agreement, and supersede all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof and
thereof.


 






     -25-


     


    

 


(j)             Except
as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person. Except as set forth in Section 5(b), Section 5(c) and this Section 5(j) with
respect to the persons specifically referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person
other than the parties hereto, and their respective successors and assigns, and the parties hereto acknowledge that such persons so referenced
are third party beneficiaries of this Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if
any, pursuant to the applicable provisions.


 


(k)            If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 


(l)             No
failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise
of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce
any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the
party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


(m)          This
Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic
submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(n)           This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the
principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


(o)           EACH
PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY
IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 


(p)           The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be
brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York
and the federal courts of the United States of America located in the State of New York, and sitting in the County of New York (collectively
the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts.
No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably
waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of
any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding
brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that
delivery of any process, summons, notice or document to a party hereof in compliance with Section 5(a) of this Subscription
Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to
which the parties have submitted to jurisdiction as set forth above.


 






    -26-


     


    

 


(q)           This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of,
or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties or third party beneficiaries hereto and then only with respect to the specific
obligations set forth herein with respect to such party or third party beneficiary.


 


(r)            The
headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or
affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the
context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained
in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has
the meaning assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns
stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the
word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or”
shall not be exclusive.


 


(s)           The
Company shall be responsible for paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes
that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect
to, this Subscription Agreement.


 


[Signature pages follow.]


 






    -27-


     


    

 


IN
WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date first set forth above.


 


	 	CAREMAX, INC.




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Subscription Agreement]


 






    


     


    

 


IN
WITNESS WHEREOF, the Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 





	 	RELATED CM ADVISOR, LLC




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Subscription Agreement]


 






    


     


    

 


EXHIBIT A


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS WARRANT, NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED,
OTHER THAN TO THE COMPANY OR A SUBSIDIARY THEREOF, IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IN FORM AND
SUBSTANCE, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.


 


THIS WARRANT IS ISSUED PURSUANT TO THAT CERTAIN
SUBSCRIPTION AGREEMENT, DATED AS OF JULY 13, 2021, AND THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE ARE SUBJECT TO THAT
CERTAIN LOCK-UP AGREEMENT, DATED AS OF JULY 13, 2021, EACH BETWEEN THE COMPANY AND THE SUBSCRIBER REFERRED TO THEREIN. ANY HOLDER OF THIS
WARRANT TAKES SUCH WARRANT SUBJECT TO THE TERMS AND CONDITIONS OF SUCH SUBSCRIPTION AGREEMENT AND LOCK-UP AGREEMENT AND, BY ITS ACCEPTANCE
HEREOF, AGREES TO ABIDE BY THE TERMS AND CONDITIONS THEREOF NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN.


 


CAREMAX, INC.


 


Series a
Warrant To Purchase Class A Common Stock


 


Number of Shares of Class A Common Stock:
2,000,000


Date of Issuance: July 13, 2021 (“Issuance Date”)


 


CAREMAX, INC.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Related Cm Advisor, LLC (the “Initial
Holder”), its permitted assigns or any other subsequent Registered Holder (as defined below), is entitled, subject to the
terms set forth below, to purchase from the Company, at the Warrant Price (as defined below) then in effect, at any time or times on or
after the Issuance Date, but not after 5:00 p.m., New York time, on the Expiration Date (as defined below), two million (2,000,000) fully
paid nonassessable shares (the “Warrant Shares”) of Class A Common Stock, par value $0.0001 per share,
of the Company (“Common Stock”), subject to adjustment as provided herein. This Warrant to Purchase Common Stock
(including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”)
is issued pursuant to that certain Subscription Agreement (the “Subscription Agreement”), dated as of July 13,
2021, by and between the Company and the Initial Holder. Capitalized terms used herein and not otherwise defined shall have the definitions
ascribed to such terms in the Subscription Agreement.


 


1.             Reserved.


 


2.             Registration.


 


2.1.            Warrant
Register. The Company shall maintain books (the “Warrant Register”) for the registration of original issuance
and the registration of transfer of this Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register this
Warrant in the name of the holder hereof, and in such denominations and otherwise in accordance with instructions delivered to the Company.


 


2.2.            Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in whose name
this Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of this Warrant
for the purpose of any exercise hereof, and for all other purposes, and neither the Company nor the Registered Holder shall be affected
by any notice to the contrary.


 






    


     


    

 


3.             Terms
and Exercise of Warrant.


 


3.1.            Warrant
Price. This Warrant shall entitle the Registered Holder hereof, subject to the provisions of this Warrant, to purchase from the Company
the number of shares of Common Stock stated herein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant shall
mean the price per share at which shares of Common Stock may be purchased at the time this Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to the Registered
Holder.


 


3.2.            Duration
of Warrant.


 


  3.2.1.            Exercise
and Expiration. This Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the date hereof, and terminating on the earlier to occur of: (a) at 5:00 p.m., New York City time July 13, 2026 and (b) the
liquidation of the Company (the “Expiration Date”); provided, however, that the exercise of this Warrant shall
be subject to the satisfaction of any applicable conditions as set forth in Section 3.3.2 below. This Warrant if not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant shall
cease at 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of this Warrant
by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension
to the Registered Holder.


 


  3.2.2.            Reserved.


 


3.3.            Exercise
of Warrants.


 


  3.3.1.            Payment.
Subject to the provisions of this Warrant, this Warrant may be exercised by the Registered Holder by delivering to the Company (i) this
Warrant, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise
of this Warrant, properly completed and executed by the Registered Holder in the form attached to this Warrant as Exhibit A, and
(iii) payment in full of the Warrant Price for each full share of Common Stock as to which this Warrant is exercised and any and
all applicable taxes due in connection with the exercise of this Warrant, the exchange of this Warrant for the shares of Common Stock
and the issuance of such shares of Common Stock, as follows:


 


		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order of the Company or by wire transfer
of immediately available funds;



 


		(b)	Reserved;



 


		(c)	by surrendering this Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the portion of this Warrant to be exercised, multiplied by the excess of the Cashless
Exercise Fair Market Value (as defined below) over the Warrant Price by (y) the Cashless Exercise Fair Market Value. Solely for purposes
of this subsection 3.3.1(c), the “Cashless Exercise Fair Market Value” shall mean the average closing
price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise
of this Warrant (or portion hereof) is sent to the Company;



 






    - 2 -


     


    

 


		(d)	Reserved; or



 


		(e)	as provided in Section 7.4 hereof.



 


  3.3.2.            Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of this Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of this Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it, and if this Warrant shall not have been exercised
in full, a new warrant for the number of shares of Common Stock as to which this Warrant shall not have been exercised, and a notation
shall be made to the Warrant Register evidencing the balance of shares of Common Stock remaining after such exercise under this Warrant.


 


  3.3.3.            Valid
Issuance. All shares of Common Stock issued upon the proper exercise of this Warrant shall be validly issued, fully paid and non-assessable
and shall have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of this Warrant.


 


  3.3.4.            Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which this Warrant
was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of this Warrant.


 


  3.3.5.            Maximum
Percentage. The Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, such person (together with such Registered Holder’s affiliates
(as used herein as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))),
to the Company’s actual knowledge, would beneficially own in excess of 4.99% (or such other amount as a holder may specify in excess
of 4.99% but to exceed 9.99%) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such Registered Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Registered Holder and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such Registered Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.
For the purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the
number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange Commission
(the “Commission”), as the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any
time, upon the written request of the Registered Holder, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since
the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Registered
Holder may from time to time increase or decrease the Maximum Percentage applicable to such Registered Holder to any other percentage
specified in such notice, not less than 4.99% and not to exceed 9.99%; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 






    - 3 -


     


    

 


4.             Adjustments.


 


4.1.            Stock
Dividends.


 


  4.1.1.            Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event,
then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise
of this Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders
of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Historical Fair Market Value”
(as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number
of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for the Common Stock) and (ii) the quotient of (x) the price per share of Common Stock
paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if
the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common
Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the without the
right to receive such rights.


 


  4.1.2.            Extraordinary
Dividends. If the Company, at any time while this Warrant is outstanding and unexpired, shall pay a dividend or make a distribution in
cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the
Company’s capital stock into which this Warrant is convertible), other than (a) as described in subsection 4.1.1 above,
or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board of Directors of the Company, in good faith) of
any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a
per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.


 


4.2.            Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


 


4.3.            Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided
in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of this Warrant immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 






    - 4
                                                                                      -


     


    

 


4.4.            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of
Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as
another entity (other than a consolidation or merger in which the Company is the continuing corporation (and is not a subsidiary of another
entity whose stockholders did not own all or substantially all of the Common Stock of the Company in substantially the same proportions
immediately before such transaction) and that does not result in any reclassification or reorganization of the outstanding shares of Common
Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Registered Holder shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the Registered Holder would have received if such Registered Holder had
exercised this Warrant immediately prior to such event (the “Alternative Issuance”); provided, however, that
if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which this Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of this Warrant.


 


4.5.            Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of this
Warrant (including upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4), the Company shall give written notice
thereof to the Registered Holder pursuant to Section 9.2, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6.            No
Fractional Shares. Notwithstanding any provision contained in this Warrant to the contrary, the Company shall not issue fractional shares
of Common Stock upon the exercise of this Warrant. If, by reason of any adjustment made pursuant to this Section 4, the Registered
Holder would be entitled, upon the exercise of this Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such Registered Holder.


 


4.7.            Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and any warrant issued pursuant
to Section 5 hereof after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated
in this Warrant; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance thereof, and any warrant thereafter issued, whether in exchange
or substitution for this Warrant or otherwise, may be in the form as so changed.


 


4.8.            Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of this Warrant in order to (i) avoid an adverse impact
on this Warrant and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by this Warrant is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of this Warrant in a manner that is consistent with any adjustment recommended in such opinion.


 






    -
                                                                                      5 -


     


    

 


5.             Transfer
and Exchange of Warrant.


 


5.1.            Registration
of Transfer. The Company shall register the transfer, from time to time, of this Warrant upon the Warrant Register, upon surrender of
this Warrant for transfer, properly endorsed with signatures and accompanied by appropriate instructions for transfer to an affiliate
of the Initial Holder or, in each case, a director, manager or officer thereof. Upon any such transfer, a new warrant representing an
equal aggregate number of shares of Common Stock to which the Registered Holder is entitled shall be issued and this Warrant shall be
cancelled by the Company. This Warrant may not be transferred except to an affiliate of the Initial Holder or, in each case, a director,
manager or officer thereof.


 


5.2.            Procedure
for Surrender of Warrant. This Warrant may be surrendered to the Company, together with a written request for exchange or transfer, and
thereupon the Company shall issue in exchange therefor one or more new warrants as requested by the Registered Holder, representing an
equal aggregate number of shares of Common Stock to which the Registered Holder is entitled; provided, however, that unless the Company
has received an opinion of counsel for the Company stating otherwise, the new warrants must also bear a restrictive legend in similar
substance and form as this Warrant.


 


5.3.            Fractional
Warrants. The Company shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a
warrant representing fractional shares of Common Stock.


 


5.4.            Service
Charges. No service charge shall be made for any exchange or registration of transfer this Warrant.


 


6.             Reserved.


 


7.             Other
Provisions Relating to Rights of Holders of Warrants


 


7.1.            No
Rights as Stockholder. This Warrant does not entitle the Registered Holder hereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2.            Lost,
Stolen, Mutilated, or Destroyed Warrants. If this Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to
indemnity or otherwise as it may in its discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new warrant of like denomination, tenor, and date as this Warrant so lost, stolen, mutilated, or destroyed. Any such new warrant
shall constitute a substitute contractual obligation of the Company, whether or not this allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.


 


7.3.            Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock
that shall be sufficient to permit the exercise in full of this Warrant.


 


7.4.            Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


  7.4.1.           The
Initial Holder shall have such registration rights as provided by that Registration Rights Agreement, dated as of
July 13, 2021, between the Company and the Initial Holder, which the Initial Holder has executed in connection with the Subscription Agreement.


 






    -
                                                                                      6 -


     


    

 


  7.4.2.            Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of this Warrant is not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act (or any successor rule), the Company may, at its option, require the Registered Holder to exercise this Warrant on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection
3.3.1(c) and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Warrant Shares issuable upon exercise of this Warrant, notwithstanding
anything in this Warrant to the contrary or (ii) if the Company does not so elect, the Company agrees to use its best efforts to
register or qualify for sale the Common Stock issuable upon exercise of this Warrant under the blue sky laws of the state of residence
of the Registered Holder to the extent an exemption is not available.


 


8.             Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the
issuance or delivery of shares of Common Stock upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer
taxes in respect of this Warrant or such shares of Common Stock.


 


9.             Miscellaneous
Provisions.


 


9.1.            Successors.
Subject to the terms of this Warrant, the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the
successors and permitted assigns of the Company and the successors and permitted assigns of the Initial Holder and each Registered Holder.


 


9.2.            Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, statement or demand authorized
by this Warrant to be given or shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by
electronic mail, upon non-automated confirmation of receipt from the recipient, (iii) upon delivery or refusal of delivery after
being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) upon delivery or
refusal of delivery after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid,
and, in each case, addressed to the intended recipient at its address specified below or to such electronic mail address or address as
subsequently modified by written notice given in accordance with this to this Section 9.2:


 



	If to the Company:	CareMax, Inc.
	 	1000 NW 57 Court
	 	Suite 400
	 	Miami, FL 33126
	 	Telephone: (786) 360-4768
	 	Attention: General Counsel
	 	Email: ***




 


With a copy, which shall not constitute
notice, to:


 


		DLA Piper LLP (US)

	 	200 S. Biscayne Boulevard, Suite 2500
	 	Miami, FL 33131
	 	Telephone: (305) 702-8880
	 	Attention: Joshua M. Samek, Esq.
	 	Email:     Joshua.Samek@us.dlapiper.com






 









    - 7
                                                                                      -


     


    

 



 


	If to the Initial Holder:	
    Related CM Advisor, LLC

    30 Hudson Yards

    New York, NY 10001

    Telephone: ***

    Attention: Bryan Cho

    Email: ***

	 	 
	With a copy (which shall not constitute notice) to:	
    Sullivan & Cromwell LLP

    125 Broad Street

    New York, NY 10004

    Telephone: (212) 558-4312

    Attention: Robert W. Downes

    Email: downesr@sullcrom.com

	 	 
	If to a Registered Holder that is not the Initial Holder:	such
address as set forth in the Warrant
Register


 


9.3.            Applicable
Law. The validity, interpretation, and performance of this Warrant shall be governed and construed in accordance with, the laws of the
State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any
other state. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant
must be brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State
of New York and the federal courts of the United States of America located in the State of New York, and sitting in the County of New
York (collectively the “Designated Courts”). The Company hereby consents and submits to the exclusive jurisdiction of the
Designated Courts. No legal action, suit or proceeding with respect to this Warrant may be brought in any other forum. The Company hereby
irrevocably waives all claims of immunity from jurisdiction, and any objection which the Company may now or hereafter have to the laying
of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action,
suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. The Company also agrees
that delivery of any process, summons, notice or document in compliance with Section 9.2 of this Warrant shall be effective service
of process for any action, suit or proceeding in a Designated Court with respect to any matters to which has been submitted to jurisdiction
as set forth above. THE COMPANY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OR RELATED TO THIS WARRANT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.
THE COMPANY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE COMPANY FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS WARRANT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS WARRANT.


 


9.4.            Persons
Having Rights under this Warrant. Nothing in this Warrant shall be construed to confer upon, or give to, any person or corporation other
than the Registered Holder of this Warrant and, solely with respect to Section 3.2.2, the Advisor, any right, remedy, or claim under
or by reason of this Warrant or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant shall be for the sole and exclusive benefit of the Registered Holder and, solely with
respect to Section 3.2.2, the Advisor.


 






    - 8 - 


     


    

 


9.5.            Nasdaq
Limitations. For the avoidance of confusion, this Warrant may not be exercised into Warrant Shares in any circumstance under which, when
aggregated with all shares of Common Stock issuable under the Subscription Agreement, results in the Initial Holder receiving in the aggregate,
more than 19.99% of shares of Common Stock outstanding as of the Issuance Date (the “Exchange Cap”). The Exchange
Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock that may be aggregated with the transactions
contemplated by the Subscription Agreement under applicable rules of the Nasdaq Stock Market LLC.


 


9.6.            Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation
thereof.


 


9.7.            Amendments.
This Warrant may be amended only with the consent of the Registered Holder. Notwithstanding the foregoing, the Company may lower the Warrant
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holder.


 


9.8.            Severability.
This Warrant shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable
shall be added as a part of this Warrant.


 


[Signature Page Follows]


 






    - 9 - 


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above in accordance with the terms of this Warrant.


 


	 	CAREMAX, INC
	 	 
	 	 	 
	 	By:	            
	 	Name:
	 	Title:




 






     


     


    

 


EXHIBIT A


ELECTION TO PURCHASE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


CAREMAX, INC


 


The
undersigned Registered Holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant
Shares”) of CAREMAX, INC., a Delaware corporation (the “Company”), evidenced by the
attached Series A Warrant to Purchase Class A Common Stock (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form of Warrant Exercise.
The Registered Holder intends that payment of the Warrant Price shall be made as:


 


____________ a “Cash
Exercise” with respect to __________ Warrants pursuant to Section 3.3.1(a) of the Warrant;


		____________	a “Cashless Exercise” with respect to _______________
Warrants, resulting in a delivery obligation of the Company to the Registered Holder of __________
shares of Common Stock representing the applicable net number of Warrant Shares issuable pursuant to Section 3.3.1(b) of the
Warrant; and/or






 


2. Payment of Warrant Price.
In the event that the Registered Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the aggregate Warrant Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.


 


Date: _______________ __, ______


 


                                                                               


Name of Registered Holder


 






     


     


    

 


EXHIBIT B


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS WARRANT, NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED,
OTHER THAN TO THE COMPANY OR A SUBSIDIARY THEREOF, IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IN FORM AND
SUBSTANCE, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.


 


THIS WARRANT IS ISSUED PURSUANT TO THAT CERTAIN
SUBSCRIPTION AGREEMENT, DATED AS OF JULY 13, 2021, AND THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE ARE SUBJECT TO THAT
CERTAIN LOCK-UP AGREEMENT, DATED AS OF JULY 13, 2021, EACH BETWEEN THE COMPANY AND THE SUBSCRIBER REFERRED TO THEREIN. ANY HOLDER OF THIS
WARRANT TAKES SUCH WARRANT SUBJECT TO THE TERMS AND CONDITIONS OF SUCH SUBSCRIPTION AGREEMENT AND LOCK-UP AGREEMENT AND, BY ITS ACCEPTANCE
HEREOF, AGREES TO ABIDE BY THE TERMS AND CONDITIONS THEREOF NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN.


 


CAREMAX, INC.


 


Series b
Warrant To Purchase Class A Common Stock


 


Number of Shares of Class A Common Stock:
6,000,000


Date of Issuance: July 13, 2021 (“Issuance Date”)


 


CAREMAX, INC.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Related Cm Advisor, LLC (the “Initial
Holder”), its permitted assigns or any other subsequent Registered Holder (as defined below), is entitled, subject to the
terms set forth below, to purchase from the Company, at the Warrant Price (as defined below) then in effect, at any time or times on or
after the Issuance Date, but not after 5:00 p.m., New York time, on the Expiration Date (as defined below), six million (6,000,000)
fully paid nonassessable shares (the “Warrant Shares”) of Class A Common Stock, par value $0.0001 per share,
of the Company (“Common Stock”), subject to adjustment as provided herein. This Warrant to Purchase Common Stock
(including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”)
is issued pursuant to that certain Subscription Agreement (the “Subscription Agreement”), dated as of July 13,
2021, by and between the Company and the Initial Holder. Capitalized terms used herein and not otherwise defined shall have the definitions
ascribed to such terms in the Subscription Agreement.


 


1.            Reserved.


 


2.            Registration.


 


2.1.            Warrant
Register. The Company shall maintain books (the “Warrant Register”) for the registration of original issuance
and the registration of transfer of this Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register this
Warrant in the name of the holder hereof, and in such denominations and otherwise in accordance with instructions delivered to the Company.


 


2.2.            Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in whose name
this Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of this
Warrant for the purpose of any exercise hereof, and for all other purposes, and neither the Company nor the Registered Holder shall be
affected by any notice to the contrary.


 






     


     


    

 


3.          Terms
and Exercise of Warrant.


 


3.1.            Warrant
Price. This Warrant shall entitle the Registered Holder hereof, subject to the provisions of this Warrant, to purchase from the Company
the number of shares of Common Stock stated herein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant
shall mean the price per share at which shares of Common Stock may be purchased at the time this Warrant is exercised. The Company in
its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less
than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction
to the Registered Holder.


 


3.2.            Duration
of Warrant.


 


3.2.1.            Exercise
and Expiration. This Warrant may be exercised only during the period (the “Exercise Period”) commencing on the
date hereof, and terminating on the earlier to occur of: (a) at 5:00 p.m., New York City time on the later to occur of (x) July 13,
2026 and (y) the first anniversary of vesting pursuant to Section 3.2.2, (b) the liquidation of the Company and (c) the
Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided,
however, that the exercise of this Warrant shall be subject to the satisfaction of any applicable conditions as set forth in Section 3.3.2
below; and provided, further, that this Warrant may only be exercised to the extent that the Warrant Shares subject to such exercise
shall have vested pursuant Section 3.2.2. Except with respect to the right to receive the Redemption Price (as defined in
Section 6.3 below) in the event of a redemption (as set forth in Section 6 hereof), this Warrant if not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant shall
cease at 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of this Warrant
by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension
to the Registered Holder.


 


3.2.2.            Vesting.
Reference is made to that certain Exclusive Real Estate Advisory Agreement, by and between the Company and the Initial Holder (the “Advisory
Agreement”), dated the date hereof, pursuant to which the Company and the Initial Holder have agreed, inter alia, to establish
Facilities (as defined in the Advisory Agreement), and to establish the vesting schedule of this Warrant as follows:


 


		(a)	with the exception of the Facilities referenced in Section 5(b)(i) of the Advisory Agreement, 500,000 Warrant Shares shall
vest and be available for purchase through the exercise of this Warrant pursuant to Section 3.3 hereof upon the opening of
the first Facility pursuant to the Advisory Agreement; and



 


		(b)	thereafter, upon the opening of each additional Facility pursuant to the Advisory Agreement, 500,000 Warrant Shares shall vest and
be available for purchase through the exercise of this Warrant pursuant to Section 3.3 hereof until all such Warrant Shares
shall have vested.



 


The Company shall promptly notify the Registered
Holder of the vesting of Warrants following the vesting date thereof. Any Warrant Shares that have not vested as of the termination of
the Advisory Agreement shall immediately and without further action of the Company or the Registered Holder irrevocably terminate upon
the termination of the of the Advisory Agreement.


 


3.3.          Exercise
of Warrants.


 


3.3.1.            Payment.
Subject to the provisions of this Warrant, this Warrant may be exercised by the Registered Holder by delivering to the Company (i) this
Warrant, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise
of this Warrant, properly completed and executed by the Registered Holder in the form attached to this Warrant as Exhibit A, and
(iii) payment in full of the Warrant Price for each full share of Common Stock as to which this Warrant is exercised and any and
all applicable taxes due in connection with the exercise of this Warrant, the exchange of this Warrant for the shares of Common Stock
and the issuance of such shares of Common Stock, as follows:


 






     - 13 -


     


    

 


		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order of the Company or by wire transfer
of immediately available funds;



 


		(b)	in the event that this warrant is called for redemption by the Company pursuant to Section 6 hereof, in the form of a
promissory note of the Initial Holder in favor of the Company to pay the Warrant Price on such date that shall be six (6) months
after the Redemption Date, which promissory note shall provide for full recourse against the Initial Holder;



 


		(c)	by surrendering this Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the portion of this Warrant to be exercised, multiplied by the excess of the Cashless
Exercise Fair Market Value (as defined below) over the Warrant Price by (y) the Cashless Exercise Fair Market Value. Solely for purposes
of this subsection 3.3.1(c), the “Cashless Exercise Fair Market Value” shall mean the average closing
price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise
of this Warrant (or portion hereof) is sent to the Company;



 


		(d)	as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or



 


		(e)	as provided in Section 7.4 hereof.



 


3.3.2.            Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of this Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of this Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it, and if this Warrant shall not have been exercised
in full, a new warrant for the number of shares of Common Stock as to which this Warrant shall not have been exercised, and a notation
shall be made to the Warrant Register evidencing the balance of shares of Common Stock remaining after such exercise under this Warrant.


 


3.3.3.            Valid
Issuance. All shares of Common Stock issued upon the proper exercise of this Warrant shall be validly issued, fully paid and non-assessable
and shall have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of this Warrant.


 


3.3.4.            Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which this Warrant
was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of this Warrant.


 






     - 14 -


     


    

 


3.3.5.            Maximum
Percentage. The Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, such person (together with such Registered Holder’s affiliates
(as used herein as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))),
to the Company’s actual knowledge, would beneficially own in excess of 4.99% (or such other amount as a holder may specify in excess
of 4.99% but to exceed 9.99%) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such Registered Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this
Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Registered Holder and
its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such Registered Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act. For the purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on
Form 10-K, Quarterly Report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange
Commission (the “Commission”), as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For
any reason at any time, upon the written request of the Registered Holder, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder
and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage applicable to such Registered Holder
to any other percentage specified in such notice, not less than 4.99% and not to exceed 9.99%; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.            Adjustments.


 


4.1.        Stock
Dividends.


 


4.1.1.            Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event,
then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise
of this Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders
of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Historical Fair Market Value”
(as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number
of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for the Common Stock) and (ii) the quotient of (x) the price per share of Common Stock
paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if
the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common
Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the without the
right to receive such rights.


 


4.1.2.            Extraordinary
Dividends. If the Company, at any time while this Warrant is outstanding and unexpired, shall pay a dividend or make a distribution in
cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the
Company’s capital stock into which this Warrant is convertible), other than (a) as described in subsection 4.1.1 above,
or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board of Directors of the Company, in good faith) of
any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a
per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.


 






     - 15 -


     


    

 


4.2.            Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


 


4.3.            Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided
in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of this Warrant immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.4.            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of
Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as
another entity (other than a consolidation or merger in which the Company is the continuing corporation (and is not a subsidiary of another
entity whose stockholders did not own all or substantially all of the Common Stock of the Company in substantially the same proportions
immediately before such transaction) and that does not result in any reclassification or reorganization of the outstanding shares of Common
Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Registered Holder shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the Registered Holder would have received if such Registered Holder had
exercised this Warrant immediately prior to such event (the “Alternative Issuance”); provided, however, that
if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which this Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of this Warrant.


 


4.5.            Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of this
Warrant (including upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4), the Company shall give written notice
thereof to the Registered Holder pursuant to Section 9.2, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6.            No
Fractional Shares. Notwithstanding any provision contained in this Warrant to the contrary, the Company shall not issue fractional shares
of Common Stock upon the exercise of this Warrant. If, by reason of any adjustment made pursuant to this Section 4, the Registered
Holder would be entitled, upon the exercise of this Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such Registered Holder.


 






     - 16 -


     


    

 


4.7.            Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and any warrant issued pursuant
to Section 5 hereof after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated
in this Warrant; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance thereof, and any warrant thereafter issued, whether in exchange
or substitution for this Warrant or otherwise, may be in the form as so changed.


 


4.8.            Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of this Warrant in order to (i) avoid an adverse impact
on this Warrant and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by this Warrant is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of this Warrant in a manner that is consistent with any adjustment recommended in such opinion.


 


5.            Transfer
and Exchange of Warrant.


 


5.1.            Registration
of Transfer. The Company shall register the transfer, from time to time, of this Warrant upon the Warrant Register, upon surrender of
this Warrant for transfer, properly endorsed with signatures and accompanied by appropriate instructions for transfer to an affiliate
of the Initial Holder or, in each case, a director, manager or officer thereof. Upon any such transfer, a new warrant representing an
equal aggregate number of shares of Common Stock to which the Registered Holder is entitled shall be issued and this Warrant shall be
cancelled by the Company. This Warrant may not be transferred except to an affiliate of the Initial Holder or, in each case, a director,
manager or officer thereof.


 


5.2.            Procedure
for Surrender of Warrant. This Warrant may be surrendered to the Company, together with a written request for exchange or transfer, and
thereupon the Company shall issue in exchange therefor one or more new warrants as requested by the Registered Holder, representing an
equal aggregate number of shares of Common Stock to which the Registered Holder is entitled; provided, however, that unless the Company
has received an opinion of counsel for the Company stating otherwise, the new warrants must also bear a restrictive legend in similar
substance and form as this Warrant.


 


5.3.            Fractional
Warrants. The Company shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a
warrant representing fractional shares of Common Stock.


 


5.4.            Service
Charges. No service charge shall be made for any exchange or registration of transfer this Warrant.


 


6.            Redemption.


 


6.1.            Redemption
of Warrants for Cash. Subject to Section 6.5 hereof, this Warrant may be redeemed, at the option of the Company, at any time while
it is exercisable with respect to then vested Warrant Shares and prior to the applicable Expiration Date, upon notice to the Registered
Holder, as described in Section 6.3 below, at a Redemption Price (as defined in Section 6.3 below) of $0.01 per Warrant; provided
that the Reference Value (as defined in Section 6.3 below) equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof).


 


6.2.            Redemption
of Warrants for Shares of Common Stock. Subject to Section 6.5 hereof, this Warrant may be redeemed, at the option of the Company,
at any time while it is exercisable with respect to then vested Warrant Shares and prior to the applicable Expiration Date, upon notice
to the Registered Holder, as described in Section 6.3 below, at a Redemption Price (as defined in Section 6.3 below) of $0.10
per Warrant; provided that the Reference Value (as defined in Section 6.3 below) equals or exceeds $10.00 per share (subject to adjustment
in compliance with Section 4 hereof). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2,
the Registered Holder may elect to exercise this Warrant on a “cashless basis” pursuant to subsection 3.3.1 and receive a
number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of
the table as the period to expiration of this Warrant) and the “Redemption Fair Market Value” (as such term is defined in
this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the volume weighted average price of the Common Stock for the ten (10) trading days immediately
following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holder. In connection with
any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holder with the Redemption Fair Market Value
no later than one (1) Business Day after the ten (10) trading day period described above ends.


 






     - 17 -


     


    

 


	 	 	Redemption Fair Market Value of Common Stock
 (period to expiration of warrants)
	 
	Redemption Date (period to expiration of warrants)	 	 	<$10.00
	 	 		$11.00	 	 		$12.00	 	 		$13.00	 	 		$14.00	 	 		$15.00	 	 		$16.00	 	 		$17.00	 	 	 	≥$18.00
	 
	60 months	 	 	0.261	 	 	 	0.280	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


The exact Redemption Fair Market Value and Redemption
Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or
the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised
in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares of Common Stock issuable upon exercise of this Warrant
or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares of Common Stock issuable upon exercise of
this Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares of Common Stock deliverable
upon exercise of this Warrant immediately prior to such adjustment and the denominator of which is the number of shares of Common Stock
deliverable upon exercise of this Warrant as so adjusted. The number of shares of Common Stock in the table above shall be adjusted in
the same manner and at the same time as the number of shares of Common Stock issuable upon exercise of this Warrant. If the Warrant Price
of this Warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the
column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is
the Redemption Fair Market Value and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease
in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares of Common Stock issued in connection
with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant Share subject of this Warrant (subject to adjustment).


 






     - 18 -


     


    

 


6.3.            Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem this Warrant pursuant
to Section 6.1 or Section 6.2, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (such period, the “Redemption Period”) to the Registered Holder at its last addresses as it
shall appear herein or on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Registered Holder received such notice. As used in this Warrant, (a) “Redemption Price”
shall mean the price per Warrant at which this Warrant is redeemed pursuant to Section 6.1 or Section 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the Common Stock for any twenty (20) trading days within the thirty (30)
trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.


 


6.4.            Exercise
After Notice of Redemption. This Warrant may be exercised pursuant to Section 3.3.1 at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date,
the Registered Holder shall have no further rights except to receive, upon surrender of this Warrant, the Redemption Price.


 


6.5.            Exclusion
of Non-Vested Warrant Shares. The Company agrees that the redemption rights provided in Section 6 shall not apply to any Warrant
Shares issuable under this Warrant that shall not have vested in accordance with Section 3.2.2.


 


7.            Other
Provisions Relating to Rights of Holders of Warrants


 


7.1.            No
Rights as Stockholder. This Warrant does not entitle the Registered Holder hereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2.            Lost,
Stolen, Mutilated, or Destroyed Warrants. If this Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to
indemnity or otherwise as it may in its discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new warrant of like denomination, tenor, and date as this Warrant so lost, stolen, mutilated, or destroyed. Any such new warrant
shall constitute a substitute contractual obligation of the Company, whether or not this allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.


 


7.3.            Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock
that shall be sufficient to permit the exercise in full of this Warrant.


 


7.4.            Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1.            The
Initial Holder shall have such registration rights as provided by that Registration Rights Agreement, dated as of July 13, 2021,
between the Company and the Initial Holder, which the Initial Holder has executed in connection with the Subscription Agreement.


 






     - 19 -


     


    

 



 


7.4.2.            Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of this Warrant is not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act (or any successor rule), the Company may, at its option, require the Registered Holder to exercise this Warrant on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection
3.3.1(c) and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Warrant Shares issuable upon exercise of this Warrant, notwithstanding
anything in this Warrant to the contrary or (ii) if the Company does not so elect, the Company agrees to use its best efforts to
register or qualify for sale the Common Stock issuable upon exercise of this Warrant under the blue sky laws of the state of residence
of the Registered Holder to the extent an exemption is not available.


 


8.            Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the
issuance or delivery of shares of Common Stock upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer
taxes in respect of this Warrant or such shares of Common Stock.


 


9.            Miscellaneous
Provisions.


 


9.1.            Successors.
Subject to the terms of this Warrant, the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the
successors and permitted assigns of the Company and the successors and permitted assigns of the Initial Holder and each Registered Holder.


 


9.2.            Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, statement or demand authorized
by this Warrant to be given or shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by
electronic mail, upon non-automated confirmation of receipt from the recipient, (iii) upon delivery or refusal of delivery after
being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) upon delivery or
refusal of delivery after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid,
and, in each case, addressed to the intended recipient at its address specified below or to such electronic mail address or address as
subsequently modified by written notice given in accordance with this to this Section 9.2:


 


	If to the Company:	CareMax, Inc.
	 	1000 NW 57 Court
	 	Suite 400
	 	Miami, FL 33126
	 	Telephone: 
	 	Attention: General Counsel
	 	Email: 
	 	 
	With a copy, which shall not constitute notice, to:
	 	 
	 	DLA Piper LLP (US)
	 	200 S. Biscayne Boulevard, Suite 2500
	 	Miami, FL 33131
	 	Telephone: (305) 702-8880
	 	Attention: Joshua M. Samek, Esq.
	 	Email:     Joshua.Samek@us.dlapiper.com



 






     - 20 -


     


    

 


	If to the Initial Holder:	
    Related CM Advisor, LLC

    30 Hudson Yards

    New York, NY 10001

    Telephone: 

    Attention: Bryan Cho

    Email: 

	 	 
	With a copy (which shall not constitute notice) to:	
    Sullivan & Cromwell LLP

    125 Broad Street

    New York, NY 10004

    Telephone: (212) 558-4312

    Attention: Robert W. Downes

    Email: downesr@sullcrom.com

	 	 
	If to a Registered Holder that is not the Initial Holder:	such
address as set forth in the Warrant
Register


 


 





9.3.            Applicable
Law. The validity, interpretation, and performance of this Warrant shall be governed and construed in accordance with, the laws of the
State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any
other state. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant
must be brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State
of New York and the federal courts of the United States of America located in the State of New York, and sitting in the County of New
York (collectively the “Designated Courts”). The Company hereby consents and submits to the exclusive jurisdiction of the
Designated Courts. No legal action, suit or proceeding with respect to this Warrant may be brought in any other forum. The Company hereby
irrevocably waives all claims of immunity from jurisdiction, and any objection which the Company may now or hereafter have to the laying
of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action,
suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. The Company also agrees
that delivery of any process, summons, notice or document in compliance with Section 9.2 of this Warrant shall be effective service
of process for any action, suit or proceeding in a Designated Court with respect to any matters to which has been submitted to jurisdiction
as set forth above. THE COMPANY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OR RELATED TO THIS WARRANT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.
THE COMPANY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE COMPANY FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS WARRANT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS WARRANT.


 


9.4.            Persons
Having Rights under this Warrant. Nothing in this Warrant shall be construed to confer upon, or give to, any person or corporation other
than the Registered Holder of this Warrant and, solely with respect to Section 3.2.2, the Advisor, any right, remedy, or claim under
or by reason of this Warrant or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant shall be for the sole and exclusive benefit of the Registered Holder and, solely with
respect to Section 3.2.2, the Advisor.


 






     - 21 -


     


    

 


9.5.            Nasdaq
Limitations. For the avoidance of confusion, this Warrant may not be exercised into Warrant Shares in any circumstance under which, when
aggregated with all shares of Common Stock issuable under the Subscription Agreement, results in the Initial Holder receiving in the aggregate,
more than 19.99% of shares of Common Stock outstanding as of the Issuance Date (the “Exchange Cap”). The Exchange
Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock that may be aggregated with the transactions
contemplated by the Subscription Agreement under applicable rules of the Nasdaq Stock Market LLC.


 


9.6.            Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation
thereof.


 


9.7.            Amendments.
This Warrant may be amended only with the consent of the Registered Holder. Notwithstanding the foregoing, the Company may lower the Warrant
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holder.


 


9.8.            Severability.
This Warrant shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable
shall be added as a part of this Warrant.


 


[Signature Page Follows]


 






     - 22 -


     


    

 


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set
out above in accordance with the terms of this Warrant.


 


	 	CAREMAX, INC
	 	 
	 	By:	          
	 	Name:
	 	Title:
	 



 






    


     


    

 





EXHIBIT A


ELECTION TO PURCHASE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


CAREMAX, INC


 


The
undersigned Registered Holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant
Shares”) of CAREMAX, INC., a Delaware corporation (the “Company”), evidenced by the
attached Series B Warrant to Purchase Class A Common Stock (the “Warrant”). Capitalized terms
used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form of Warrant Exercise.
The Registered Holder intends that payment of the Warrant Price shall be made as:


 


____________ a “Cash
Exercise” with respect to __________ Warrants pursuant to Section 3.3.1(a) of the Warrant;


____________
a “Loan Note Exercise” with respect to _______ Warrants pursuant to Section 3.3.1(b) of the Warrant;


____________ a “Cashless
Exercise” with respect to _______________ Warrants, resulting in a delivery obligation
of the Company to the Registered Holder of __________ shares of Common Stock representing the applicable net number of Warrant Shares
issuable pursuant to Section 3.3.1(c) of the Warrant; and/or


____________ a “Redemption
Exercise” with respect to _______________ Warrants pursuant to Section 3.3.1(d) of the Warrant.


 


2. Payment of Warrant Price.
In the event that the Registered Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the aggregate Warrant Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant. In the event that the Registered Holder, who is also the Initial Holder, has elected a Redemption Exercise with respect
to some or all of the Warrant Shares to be issued pursuant hereto, the Registered Holder shall execute the promissory note as set forth
in Subsection 3.3.1(b) of the Warrant in the sum of $___________________ to the Company, and otherwise in accordance with the terms
of the Warrant.


 


Date: _______________ __, ______


__________________________________________


Name of Registered Holder


 






    


     


    

 


EXHIBIT C


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made as of July 13, 2021, by and among (i) CareMax, Inc., a Delaware corporation (“Pubco”), and
(ii) Related CM Advisor, LLC, a Delaware limited liability company (the “Advisor”), and (iii) such other
Persons who, at any time, own Registrable Securities and enter into a joinder to this Agreement agreeing to be bound by the terms hereof
(each Person identified in the foregoing (ii) and (iii), 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.


 


RECITALS


 


WHEREAS,
Pubco and the Advisor are entering into an Exclusive Real Estate Advisory Agreement, whereby Pubco has agreed that the Advisor shall serve
as exclusive real estate advisor to Pubco (the “Advisory Agreement”);


 


WHEREAS,
in connection with the execution and delivery of the Advisory Agreement, Pubco and the Advisor have entered into a subscription agreement,
dated as of the date hereof (the “Subscription Agreement”), pursuant to which, and subject to the terms and conditions
thereof, the Advisor has agreed to purchase (i) five hundred thousand (500,000) shares (the “Subscribed Shares”)
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), (ii) a warrant
(the “Series A Warrant”) to purchase two million (2,000,000) shares of Common Stock (the “Series A
Warrant Shares”) and (iii) a warrant (the “Series B Warrant” and, together with the Series A
Warrant, the “Warrants”) to purchase up to 6,000,000 shares of Common Stock (the “Series B Warrant Shares”
and, together with the Series A Warrant Shares, the “Warrant Shares”); and


 


WHEREAS,
Pubco and the Investors desire to enter into this Agreement, pursuant to which Pubco shall grant the Investors certain registration rights
with respect to certain shares of Common Stock, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


1.            Resale
Shelf Registration Rights.


 


(a)            Registration
Statement Covering Resale of Registrable Securities. Pubco shall use its reasonable best efforts to prepare and file or cause to be
prepared and filed with the Commission, no later than August 31, 2022 (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”).
The Resale Shelf Registration Statement shall be on Form S-3 (“Form S-3”), or if Form S-3 is not then
available to Pubco for such Registration Statement, on such other form available to register for resale the Registrable Securities as
a secondary offering; provided, that if Form S-3 is not available for such offering, Pubco shall file, within thirty (30) days of
such time as Form S-3 (“Form S-3”) is available for the Resale Shelf Registration Statement, a post-effective
amendment to the Resale Shelf Registration Statement then in effect, or otherwise file a Registration Statement on Form S-3, registering
the Registrable Securities for resale in accordance with the immediately preceding sentence on Form S-3 (provided that Pubco shall
maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement (or post-effective
amendment) on Form S-3 covering such Registrable Securities has been declared effective by the Commission). Pubco shall use reasonable
best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event
later than the earlier of (i) sixty (60) days following the Filing Deadline and (ii) three (3) Business Days after the
Commission notifies Pubco that it will not review the Resale Shelf Registration Statement, if applicable (the “Effectiveness
Deadline”); provided, that, if the Registration Statement filed pursuant to this Section 1(a) is reviewed by,
and Pubco receives comments from, the Commission with respect to such Registration Statement, the Effectiveness Deadline shall be extended
to ninety (90) days following the Filing Deadline. Without limiting the foregoing, as soon as practicable, but in no event later than
three (3) Business Days, following the resolution or clearance of all Commission comments or, if applicable, following notification
by the Commission that any such Registration Statement or any amendment thereto will not be subject to review, Pubco shall file a request
for acceleration of effectiveness of such Registration Statement (to the extent required, by declaration or ordering of effectiveness,
of such Registration Statement or amendment by the Commission) to a time and date not later than two (2) Business Days after the
submission of such request. Once effective, Pubco shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously
effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not
available, to ensure that another Registration Statement is available, under the Securities Act at all times for the public resale of
all of the Registrable Securities until such date as all Registrable Securities covered by the Resale Shelf Registration Statement have
been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement. The Resale Shelf
Registration Statement shall contain a Prospectus in such form as to permit any Investor to sell such Registrable Securities pursuant
to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time
beginning on the effective date for such Registration Statement, and Pubco shall file with the Commission the final form of such Prospectus
pursuant to Rule 424 (or successor thereto) under the Securities Act no later than the first (1st) Business Day after
the Resale Shelf Registration Statement becomes effective. The Resale Shelf Registration Statement shall provide that the Registrable
Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Investors. Without
limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 1
shall include a “plan of distribution” approved by the Advisor in its reasonable discretion.


 






    


     


    

 


(b)            Notwithstanding
the registration obligations set forth in this Section 1, in the event that, despite Pubco’s efforts to include all
of the Registrable Securities in any Registration Statement filed pursuant to Section 1(a), the Commission informs Pubco (the
 “Commission’s Notice”) that all of the Registrable Securities cannot, as a result of the application of Rule 415
or otherwise, be Registered for resale as a secondary offering on a single Registration Statement, Pubco agrees to promptly (i) inform
each of the holders thereof and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required
by the Commission and (ii) as soon as practicable but in no event later than the New Registration Statement Filing Deadline, file
an additional Registration Statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not
then available to Pubco for such Registration Statement, on such other form available to register for resale the Registrable Securities
as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Pubco shall be obligated
to use its reasonable best efforts to advocate with the Commission for the Registration of all of the Registrable Securities in accordance
with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”),
including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. The Advisor shall have the right to participate
or have its legal counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and
to comment or have its legal counsel comment on any written submission made to the Commission with respect thereto. No such written submission
shall be made to the Commission to which the Advisor’s legal counsel reasonably objects. Notwithstanding any other provision of
this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered on a particular
Registration Statement as a secondary offering, unless otherwise directed in writing by a holder as to its Registrable Securities directing
the inclusion of less than such holder’s pro rata amount, the number of Registrable Securities to be Registered on such Registration
Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Investors. In the event
Pubco amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or
(ii) above, Pubco will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance
provided to Pubco or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form
available to register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf Registration Statement,
as amended, or the New Registration Statement. If Pubco shall not be able to register for resale all of the Registrable Securities on
the Resale Shelf Registration Statement within three (3) months following the date of Pubco’s receipt of the Commission’s
Notice, then, until such Resale Shelf Registration Statement is effective, each of the Investors shall be entitled to demand registration
rights pursuant to Section 2 below as long as the demand request is a proposal to sell Registrable Securities with an aggregate
market price at the time of request of not less than $5,000,000 (the “Shelf Demand Right”).


 


(c)            Registrations
effected pursuant to this Section 1 shall not be counted as Demand Registrations effected pursuant to Section 2.


 






    2


     


    

 


(d)            No
Investor shall be named as an “underwriter” in any Registration Statement filed pursuant to this Section 1 without
the Investor’s prior written consent; provided that, if the Commission requests that an Investor be identified as a statutory underwriter
in the Registration Statement, then such Investor will have the option, in its sole and absolute discretion, to either (i) have the
opportunity to withdraw from the Registration Statement upon its prompt written request to Pubco, in which case Pubco’s obligation
to register such Investor’s Registrable Securities shall be deemed satisfied or (ii) be included as such in the Registration
Statement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors prior
to its filing with, or other submission to, the Commission; provided that, Pubco shall not be deemed to be in breach of any Effectiveness
Deadline or other deadline set forth in this Agreement if the failure of Pubco to meet such deadline is the result of an Investor’s
failure to approve such Registration Statement or amendment or supplement thereto or request for acceleration thereof.


  


(e)            In
the event that on any Trading Day (as defined below) (the “Registration Trigger Date”) the number of shares available
under the Registration Statements filed pursuant to this Section 1 is insufficient to cover all of the Registrable Securities
(without giving effect to any limitations on the exercise or conversion of any securities exercisable for, or convertible into, Registrable
Securities and, in the case of Registrable Securities issuable upon the exercise of Warrants, assuming the exercise of such Warrants for
cash), Pubco shall amend such Registration Statements, or file a new Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover the total number of Registrable Securities so issued or issuable (without giving effect to any limitations
on the exercise or conversion of any securities exercisable for, or convertible into, Registrable Securities and, in the case of Registrable
Securities issuable upon the exercise of Warrants, assuming the exercise of such Warrants for cash) as of the Registration Trigger Date
as soon as practicable, but in any event within fifteen (15) days after the Registration Trigger Date. Pubco shall use its reasonable
best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof, but in any event Pubco shall cause such amendment and/or new Registration Statement to become effective within sixty (60) days
of the Registration Trigger Date (or ninety (90) days if the applicable Registration Statement or amendment is reviewed by, and comments
are thereto provided from, the Commission) or as promptly as practicable in the event Pubco is required to increase its authorized shares.
 “Trading Day” shall mean any day on which the Common Stock is traded for any period on the principal securities exchange or
other securities market on which the Common Stock is then being traded.


 


2.            Demand
Registrations.


 


(a)            Requests
for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreement, at any time or from time to
time, provided that Pubco does not then have an effective Registration Statement outstanding covering all of the Registrable Securities,
the Advisor, on behalf of any or all Investors, may request Registration under the Securities Act of all or any portion of their Demand
Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”)
or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar
short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic
Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”), in accordance with
Section 2(b) and Section 2(c) below (“Demand Registrations”). Each request for a
Demand Registration shall specify the approximate number of Demand Registrable Securities requested to be Registered and the intended
method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such
requested Registration to all other holders of Demand Registrable Securities and, subject to the terms and conditions set forth herein,
shall include in such Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with
other registration requirements and in any related underwriting) all such Demand Registrable Securities with respect to which Pubco has
received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder
of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall
not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such
time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the
holder in breach of the terms of this Agreement.


 






    3


     


    

 


(b)            Long-Form Registrations.
The Advisor, on behalf of any or all Investors, may request one (1) Long-Form Registration in which Pubco shall pay all Registration
Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, Pubco shall not be obligated
to effect, or to take any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Demand Registrable
Securities requested to be Registered in such Long-Form Registration exceeds $20,000,000 (or with respect to the Shelf Demand Right,
$5,000,000) at the time of request, or (y) if Pubco has already effected a Demand Registration (which became effective) in the preceding
45-day period. A Registration shall not count as the sole permitted Long-Form Registration until it has become effective and unless
the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included
in such Registration; provided that, in any event Pubco shall pay all Registration Expenses in connection with any Registration initiated
as a Long-Form Registration whether or not it has become effective and whether or not such Registration has counted as one of the
permitted Long-Form Registrations hereunder.


  


(c)            Short-Form Registrations.
In addition to the Long-Form Registration provided pursuant to Section 2(b), the Advisor, on behalf of any or all Investors,
shall be entitled to request Short-Form Registrations for Demand Registrable Securities in which Pubco shall pay all Registration
Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated
to effect any such Short-Form Registration: (i) if the holders of Demand Registrable Securities, together with the holders of
any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities
with an aggregate market price at the time of request of less than $5,000,000, (ii) if Pubco has already effected three (3) Short-Form Registrations
(which became effective) for the holders of Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 2(c),
or (iii) if Pubco has already effected a Demand Registration (which became effective) in the preceding 90-day period. Demand Registrations
shall be Short-Form Registrations whenever Pubco is permitted to use any applicable Short-Form Registration and if the managing
underwriters (if any) agree to the use of a Short-Form Registration. For so long as Pubco is subject to the reporting requirements
of the Exchange Act, Pubco shall use its reasonable best efforts to make Short-Form Registrations available for the offer and sale
of Demand Registrable Securities. If Pubco is qualified to and, pursuant to the request of the Advisor, has filed with the Commission
a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”),
then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as
soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic
Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a
new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Demand Registrable Securities
included in such Registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of
the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144
under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Demand Registrable
Securities issuable upon the exercise of Warrants, assuming the exercise of such Warrants for cash). If for any reason Pubco ceases to
be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or
Registration Statements on such form that is available for the sale of Registrable Securities.


 


(d)            Shelf
Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders
of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block
sale or other distribution plan (each, a “Resale Shelf Registration”), is effective and its use has not been otherwise
suspended by Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”)
by any Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”),
Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale
Shelf Registration (a “Takedown Offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided
that, Pubco will provide (x) in connection with any non-marketed underwritten Takedown Offering (other than a Block Trade), at least
two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder)
that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the
date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf
Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with
any marketed underwritten Takedown Offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder
of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed
underwritten Takedown Offering initiated prior to the three (3) year anniversary of the date hereof and (y) any marketed underwritten
Takedown Offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their
Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a non-marketed
underwritten Takedown Offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in
the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of
a marketed underwritten Takedown Offering, three (3) Business Days following the date notice is given to such participant), the Initiating
Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable
Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as
confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without
the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally,
other than as a result of disclosure by the holder in breach of the terms of this Agreement.


 






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(e)            Priority
on Demand Registrations and Takedown Offerings. Pubco shall not include in any Demand Registration that is an underwritten offering
any securities that are not Demand Registrable Securities without the prior written consent of the managing underwriters and the Advisor.
If a Demand Registration or a Takedown Offering is an underwritten offering and the managing underwriters advise Pubco in writing that
in their opinion the number of Demand Registrable Securities and, if permitted hereunder, other securities requested to be included in
such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such
offering within a price range acceptable to the Advisor, Pubco shall include in such offering, prior to the inclusion of any securities
which are not Demand Registrable Securities, the Demand Registrable Securities requested to be included in such Registration (pro rata
among the holders of such Demand Registrable Securities on the basis of the number of Demand Registrable Securities owned by each such
holder).


 


(f)            Restrictions
on Demand Registrations and Takedown Offerings. Any demand for the filing of a Registration Statement or for a registered offering
(including a Takedown Offering) hereunder will be subject to the constraints of any applicable lock-up arrangements to which any demanding
Investor is party, and, except as otherwise permitted under this Agreement, any such demand must be deferred until such lock-up arrangements
no longer apply with respect to the Registrable Securities subject thereto.


 


(i)            Pubco
shall not be obligated to effect any Demand Registration within 60 days prior to Pubco’s good faith estimate of the date of filing
of a Registration Statement in respect of an underwritten public offering of Pubco’s securities and for such a period of time after
such a filing as the managing underwriters request, provided that such period shall not exceed 120 days from the date of the underwriting
agreement entered into in respect of such underwritten public offering. Pubco may postpone, for up to 60 days from the date of the request,
the filing or the effectiveness of a Registration Statement for a Demand Registration or suspend the use of a Prospectus that is part
of any Resale Shelf Registration Statement (and therefore suspend sales of the Registrable Securities included therein pursuant to such
Resale Shelf Registration Statement) by providing written notice to the holders of Registrable Securities in accordance with Section 2(f)(ii) if
the board of directors of Pubco reasonably determines in good faith that the offer or sale of Registrable Securities would be expected
to have a detrimental effect on any proposal or plan by Pubco or any subsidiary thereof to engage in any material acquisition or disposition
of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization,
reorganization or similar transaction or would require Pubco to disclose any material nonpublic information which would reasonably be
likely to be detrimental to Pubco and its subsidiaries; provided that in such event, the holders of Registrable Securities initially requesting
such Demand Registration or Takedown Demand shall be entitled to withdraw such request. Pubco may delay or suspend the effectiveness of
a Registration Statement filed hereunder or Takedown Offering pursuant to this Section 2(f)(i) only once in any consecutive
twelve-month period; provided that, for the avoidance of doubt, Pubco may in any event delay or suspend the effectiveness of Demand Registration
or Takedown Offering in the case of an event described under Section 5(g) to enable it to comply with its obligations
set forth in Section 5(f).


 






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(ii)            In
the case of an event that causes Pubco to suspend the use of any Resale Shelf Registration as set forth in Section 2(f)(i)
or pursuant to Section 5(g) (a “Suspension Event”), Pubco shall give a notice to the holders of
Registrable Securities Registered pursuant to such Shelf Registration (a “Suspension Notice”), no later than
three (3) Business Days from the date of such Suspension Event, to suspend sales of the Registrable Securities and, such notice
shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (provided that
in each notice Pubco shall not disclose the basis for such suspension or any material non-public information to any Investor unless
otherwise requested in writing by such Investor). Pubco shall use commercially reasonable efforts to make the Resale Shelf
Registration Statement available for the sale by Investors of Registrable Securities as soon as practicable following a Suspension
Event. A holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to such Resale Shelf
Registration (or such filings) at any time after it has received a Suspension Notice from Pubco and prior to receipt of an End of
Suspension Notice (as defined below); provided, for the avoidance of doubt, that the foregoing shall not restrict or otherwise
affect the consummation of any sale pursuant to a contract entered into, or order placed, by any holder prior to the delivery the
Suspension Notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the
Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of
Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result
of disclosure by such holder in breach of the terms of this Agreement. The holders of Registrable Securities may recommence
effecting sales of the Registrable Securities pursuant to the Resale Shelf Registration (or such filings) following further written
notice to such effect (an “End of Suspension Notice”) from Pubco, which End of Suspension Notice shall be given
by Pubco to the holders of Registrable Securities and to such holders’ counsel, if any, promptly following the conclusion of
any Suspension Event.





 


(iii)            Notwithstanding
any provision herein to the contrary, if Pubco shall give a Suspension Notice with respect to any Resale Shelf Registration pursuant to
this Section 2(f), Pubco agrees that it shall extend the period of time during which such Resale Shelf Registration shall
be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the holders of
the Suspension Notice to and including the date of receipt by the holders of the End of Suspension Notice and provide copies of the supplemented
or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that, such period of time shall not be
extended beyond the date that Common Stock covered by such Resale Shelf Registration are no longer Registrable Securities.


 


(g)            Selection
of Underwriters. In connection with any Demand Registration, the Applicable Approving Party shall have the right to select the investment
banker(s) and manager(s) to administer the offering; provided that, such selection shall be subject to the written consent of
Pubco, which consent will not be unreasonably withheld, conditioned or delayed. If any Takedown Offering is an underwritten offering,
the Applicable Approving Party shall have the right to select the investment banker(s) and manager(s) to administer such Takedown
Offering. In each case, the Applicable Approving Party shall have the right to approve the underwriting arrangements with such investment
banker(s) and manager(s) on behalf of all holders of Registrable Securities participating in such offering. All Investors proposing
to distribute their securities through underwriting shall (together with Pubco) enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting.


 


(h)            Other
Registration Rights. Each Investor acknowledges that the registration rights granted in this Agreement are subject to the written
consent of the holders of a majority of the registrable securities subject to that certain amended and restated registration rights agreement,
dated December 18, 2020, by and among, Pubco, DFHTA Sponsor LLC and the other parties thereto (the “Business Combination
Registration Rights Agreement”). Pubco agrees to use its commercially reasonable efforts to cause the holders of a majority
of the registrable securities under the Business Combination Registration Rights Agreement to consent to the Registrations contemplated
by this Agreement prior to December 31, 2021; provided that in the event such consent is not obtained, the Company and each Investor
shall execute a joinder to the Business Combination Registration Rights Agreement, which joinder shall provide for Pubco to file a Resale
Shelf Registration Statement following the request of the Advisor, but in any event not prior to August 31, 2022.


 






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(i)            Revocation
of Demand Notice or Takedown Notice. At any time prior to the effective date of the Registration Statement relating to a Demand Registration
or the “pricing” of any offering relating to a Takedown Demand, the holders of Registrable Securities that requested such
Demand Registration or Takedown Offering may revoke such request for a Demand Registration or Takedown Offering on behalf of all holders
of Registrable Securities participating in such Demand Registration or Takedown Offering without liability to such holders of Registrable
Securities, in each case by providing written notice to Pubco.


 


3.              Piggyback
Registrations.


 


(a)            Right
to Piggyback. Whenever Pubco proposes to register under the Securities Act an offering of any of its securities on behalf of any holders
thereof (other than (i) pursuant to the Resale Shelf Registration Statement, (ii) pursuant to a Demand Registration (which,
for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2 hereof), (iii) pursuant
to a Takedown Demand (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2
hereof), (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) pursuant
to a registration relating solely to employment benefit plans, or (vi) in connection with a registration the primary purpose of which
is to register debt securities) and the registration form to be used may be used for the Registration of Registrable Securities (a “Piggyback
Registration”), Pubco shall give prompt written notice to all holders of Registrable Securities of its intention to effect such
a Piggyback Registration and, subject to the terms of Sections 3(c) and 3(d) hereof, shall include in such Piggyback
Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements
and in any related underwriting) all Registrable Securities with respect to which Pubco has received written requests for inclusion therein
within ten (10) Business Days after the delivery of Pubco’s notice; provided that any such other holder may withdraw its request
for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the applicable Registration Statement becoming
effective.


 


(b)            Piggyback
Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by Pubco in all Piggyback Registrations,
whether or not any such Registration became effective.


 


(c)            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 requested to be included in such Registration by the Investors which, in the opinion of such
underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of
the number of Registrable Securities owned by each such holder), 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)                
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 which,
in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities
on the basis of the number of Registrable Securities owned by each such holder), 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.





 






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(e)            Other
Registrations. If Pubco has previously filed a Registration Statement with respect to Registrable Securities pursuant to Section 2
or pursuant to this Section 3, and if such previous Registration has not been withdrawn or abandoned, then Pubco shall not
be required to file or cause to be effected any other Registration of any of its equity securities or securities convertible or exchangeable
into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form or the Resale Shelf
Registration Statement or a New Registration Statement) at the request of any holder or holders of such Registrable Securities until a
period of at least 90 days has elapsed from the effective date of such previous Registration; provided, however, that Pubco shall at all
times remain obligated to file, supplement and/or amend, as applicable, each Registration Statement required to be filed pursuant to Section 1
in accordance with Sections 1(a) and 1(b), as applicable.


 


(f)             Right
to Terminate Registration. Pubco shall have the right to terminate or withdraw any Registration initiated by it under this Section 3
whether or not any holder of Registrable Securities has elected to include securities in such Registration. The Registration Expenses
of such withdrawn Registration shall be borne by Pubco in accordance with Section 7.


 


4.             Agreements
of Certain Holders.


 


(a)            If
required by the managing underwriter(s), in connection with any underwritten Public Offering on or after the date hereof, any Investor
that beneficially owns 1% or more of the outstanding Common Stock on the date of such underwritten Public Offering shall enter into lock-up
agreements with the managing underwriter(s) of such underwritten Public Offering in such form as agreed to by such managing underwriter(s).
In no event shall any Investor holding Registrable Securities that is not a director or executive officer of Pubco, or an Affiliate (as
defined in the Advisory Agreement) thereof, on the date of such underwritten Public Offering be required to enter into any such lock-up
agreement (i) that contains less favorable terms than the terms offered to any other Investor, or (ii) unless such Investor
has requested its Registrable Securities be included in such underwritten Registration, after the first anniversary of the Closing Date
(as defined in the Business Combination Agreement) if it beneficially owns less than 5% of the outstanding Common Stock on the date of
such underwritten Public Offering. In addition, (i) in no event shall any Investor that is not a director or executive officer of
Pubco, or an Affiliate thereof, on the date of such underwritten Public Offering be required to enter into lockup agreements pursuant
to this Section 4(a) on more than two (2) occasions (unless such Investor is including its Registrable Securities
in an underwritten Registration and such lockup is requested by the managing underwriter(s) in connection therewith), (ii) any
lock-up agreement into which any Investor enters into pursuant to this Section 4(a) shall be for a period of not more
than sixty (60) days, (iii) from and after the second anniversary of the Closing Date, the Advisor may terminate the obligations
of all Investors to enter into lock-up agreements pursuant to this Section 4(a) by tendering to the Company the immediately
effective resignation of the Advisor Director (as defined in the Advisory Agreement) and immediately and irrevocably waiving all rights
of the Advisor under Section 7 of the Advisory Agreement, (iv) no Investor shall be required to enter into a lock-up agreement
pursuant to this Section 4(a) within six (6) months following the expiration of a previous lock-up agreement entered
into by such Investor pursuant to this Section 4(a), and (v) no Investor shall be required to be subject to a lockup
agreement pursuant to this Section 4(a) during the sixty (60) day period commencing immediately following the date the
Lock-Up Period (as defined in the Lock-Up Agreement) for any Registrable Securities terminates.


 


(b)            The
holders of Registrable Securities shall use commercially reasonable efforts to provide such information as may reasonably be requested
by Pubco, or the managing underwriter, if any, in connection with the preparation of any Registration Statement in which the Registrable
Securities of such holder are to be included, including amendments and supplements thereto, in order to effect the Registration Statement,
including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act
pursuant to Section 3. Notwithstanding anything else in this Agreement, Pubco shall not be obligated to include such holder’s
Registrable Securities to the extent Pubco has not received such information, and received any other reasonably requested selling stockholder
questionnaires, on or prior to the later of (i) the fifth (5th) Business Day following the date on which such information
is requested from such holder and (ii) the second (2nd) Business Day prior to the first anticipated filing date of a Registration
Statement pursuant to this Agreement.


 






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5.             Registration
Procedures. In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the
holders of Registrable Securities have requested that any Registrable Securities be Registered pursuant to this Agreement or have initiated
a Takedown Offering, Pubco shall use its reasonable best efforts to effect the Registration and the sale of such Registrable Securities
in accordance with the intended method of disposition thereof, and pursuant thereto Pubco shall as expeditiously as reasonably possible:


 


(a)            prepare
in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission
a Registration Statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable
securities laws, with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement
to become effective (provided that at least two (2) Business Days before filing a Registration Statement or Prospectus or any amendments
or supplements thereto, Pubco shall furnish to counsel selected by the Applicable Approving Party copies of all such documents proposed
to be filed, which documents shall be subject to the review and comment of such counsel, and no such document shall be filed with the
Commission to which any Investor or its counsel reasonably objects);


 


(b)            notify
each holder of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any
Registration Statement or the initiation of any proceedings for that purpose, (B) the receipt by Pubco or its counsel of any notification
with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;


 


(c)            prepare
and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep such Registration Statement and the Prospectus used in connection therewith current, effective and available
for the resale of all of the Registrable Securities required to be covered thereby for a period ending when all of the securities covered
by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set
forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act
or, if such Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the
underwriters a Prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer)
and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement
during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;


 


(d)            furnish
to each seller of Registrable Securities thereunder such number of copies of such Registration Statement, each amendment and supplement
thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus), each Free-Writing Prospectus
and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such seller;


 


(e)            during
any period in which a Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed
with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;


 


(f)             use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as the lead underwriter or the Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such seller (provided that Pubco shall not be required to (i) qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 5(f), (ii) consent to general service of process in any such
jurisdiction or (iii) subject itself to taxation in any such jurisdiction);


 






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(g)            promptly
notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such
Registration Statement and each post-effective amendment thereto has become effective or a Prospectus or supplement to any Prospectus
relating to a Registration Statement has been filed and when any registration or qualification has become effective under a state securities
or blue sky law or any exemption thereunder has been obtained, (ii) of any request by the Commission for the amendment or supplementing
of such Registration Statement or Prospectus or for additional information, and (iii) at any time when a Prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not
misleading, and, at the request of any such seller, Pubco promptly shall prepare, file with the Commission and furnish to each such seller
a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading;


 


(h)            cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Pubco are then listed and,
if similar securities are not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing,
to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA;


 


(i)             if
applicable, promptly effect a filing with FINRA pursuant to FINRA Rule 5110 (or successor thereto) with respect to the public offering
contemplated by resales of securities under the Resale Shelf Registration Statement (an “Issuer Filing”), pay the filing
fee required by such Issuer Filing and use its reasonable best efforts to pursue the Issuer Filing until FINRA issues a letter confirming
that it does not object to the terms of the offering contemplated by the Resale Shelf Registration Statement.


 


(j)             provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;


 


(k)            enter
into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the
Applicable Approving Party or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, if the Registration involves the Registration of Registrable Securities involving
gross proceeds in excess of $25,000,000, participating in such number of “road shows”, investor presentations and marketing
events as the underwriters managing such offering may reasonably request);


 


(l)             make
available for inspection by a representative of the Applicable Approving Party, any underwriter participating in any disposition pursuant
to such Registration Statement and any attorney, accountant or other agent retained by any such representative or underwriter, all financial
and other records, pertinent corporate and business documents and properties of Pubco as shall be reasonably requested to enable them
to exercise their due diligence responsibility, and cause Pubco’s officers, managers, directors, employees, agents, representatives
and independent accountants to supply all information reasonably requested by any such representative, underwriter, attorney, accountant
or agent in connection with such Registration Statement; provided, however, that any such representative or underwriter enters into a
confidentiality agreement, in form and substance reasonably satisfactory to Pubco, prior to the release or disclosure of any such information;


 


(m)           take
all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration (including any Shelf
Registration) or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with
the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and,
when taken together with the related Prospectus, shall not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;


 


(n)            otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission;


 


(o)            permit
any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to
be deemed to be an underwriter or a controlling Person of Pubco to participate in the preparation of such registration or comparable statement
and to require the insertion therein of material furnished to Pubco in writing, which in the reasonable judgment of such holder and its
counsel should be included;


 






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(p)            in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing
the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale
in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order;


 


(q)            use
its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of
such Registrable Securities;


 


(r)             cooperate
with the holders of Registrable Securities covered by the Registration Statement and the managing underwriter or agent, if any, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the
Registration Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter,
or agent, if any, or such holders may request;


 


(s)            cooperate
with each holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition
of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(t)             if
such Registration includes an underwritten public offering, use its reasonable best efforts to obtain a cold comfort letter from Pubco’s
independent public accountants and addressed to the underwriters, in customary form and covering such matters of the type customarily
covered by cold comfort letters as the underwriters in such Registration reasonably request;


 


(u)            provide
a legal opinion of Pubco’s outside counsel, dated the effective date of such Registration Statement (and, if such Registration includes
an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement,
each amendment and supplement thereto, the Prospectus included therein (including the preliminary Prospectus) and such other documents
relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion
shall be addressed to the underwriters;


 


(v)            if
Pubco files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a
WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period during which such Automatic Shelf Registration
Statement is required to remain effective;


 


(w)           if
Pubco does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed,
pay such fee at such time or times as the Registrable Securities are to be sold;


 


(x)            subject
to the terms of Section 2(c) and Section 2(d), if an Automatic Shelf Registration Statement has been outstanding
for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable
Securities, and, if at any time when Pubco is required to re-evaluate its WKSI status Pubco determines that it is not a WKSI, use its
reasonable best efforts to refile the Registration Statement on Form S-3 and keep such Registration Statement effective (including
by filing a new Resale Shelf Registration or Shelf Registration, if necessary) during the period throughout which such Registration Statement
is required to be kept effective;


 


(y)            cooperate
with each Investor that holds Registrable Securities being offered and the managing underwriter or underwriters with respect to an applicable
Registration Statement, if any, to facilitate the timely (i) preparation and delivery of certificates (not bearing any restrictive
legends) representing Registrable Securities to be offered pursuant to such Registration Statement, and enable such certificates to be
registered in such names and in such denominations or amounts, as the case may be, or (ii) crediting of the Registrable Securities
to be offered pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian (“DWAC”) system, in any such case as such Investor or the managing underwriter
or underwriters, if any, may reasonably request; and


 






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(z)             for
so long as this Agreement remains effective, (a) cause the Common Stock to be eligible for clearing through DTC, through its DWAC
system; (b) be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure
that the transfer agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s
Fast Automated Securities Transfer Program (or successor thereto); and (d) use its reasonable best efforts to cause the Common Stock
to not at any time be subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services,
including the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC “chill,”
 “freeze” or similar restriction with respect to any DTC services, use its reasonable best efforts to cause any such “chill,”
 “freeze” or similar restriction to be removed at the earliest possible time.


 


6.             Termination
of Rights. Notwithstanding anything contained in this Section 6 to the contrary, the right of the Advisor and its
Affiliates to include Registrable Securities in any Demand Registration or any Piggyback Registration shall not terminate pursuant
to this Section 6 with respect to the Advisor and its Affiliates for so long as the Advisor has the right to designate an
Advisor Director under Section 7 of the Advisory Agreement. Other than as set forth in the previous sentence, the right of any
Investor to include Registrable Securities in any Demand Registration or any Piggyback Registration shall terminate on such date
that (i) such Investor (together with its affiliates) beneficially owns less than 1% of the outstanding Common Stock,
(ii) has held the securities for one year and (iii) may sell all of the Registrable Securities owned by such Investor
pursuant to Rule 144 of the Securities Act without any restrictions as to volume or the manner of sale or otherwise; provided,
however, that with respect to any Investor whose rights have terminated pursuant to this Section 6, if following such a
termination, such Investor loses the ability to sell all of its Registrable Securities pursuant to Rule 144 of the Securities
Act without any restrictions as to volume or the manner of sale or otherwise due to a change in interpretive guidance by the
Commission or otherwise, then such Investor’s right to include Registrable Securities in any Demand Registration or any
Piggyback Registration shall be reinstated until such time as the Investor is once again able to sell all of its Registrable
Securities pursuant to Rule 144 of the Securities Act without any restrictions as to volume or the manner of sale or
otherwise.


 


7.             Registration
Expenses.


 


(a)            All
expenses incident to Pubco’s performance of or compliance with this Agreement, including, without limitation, all registration,
qualification and filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange rules and
filings, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel
for Pubco and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other
Persons retained by Pubco (all such expenses being herein called “Registration Expenses”), shall be borne by Pubco
as provided in this Agreement and, for the avoidance of doubt, Pubco also shall pay all of its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by Pubco are then listed. Each Person that sells securities hereunder shall bear and pay all
underwriting discounts and commissions, underwriter marketing costs, brokerage fees and transfer taxes applicable to the securities sold
for such Person’s account and all reasonable fees and expenses of any legal counsel representing any such Person.


 


(b)            Pubco
shall reimburse the holders of Registrable Securities included in such Registration for the reasonable fees and disbursements of one counsel
chosen by the Applicable Approving Party in connection with any underwritten Demand Registration.


 






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8.             Indemnification.


 


(a)            Pubco
agrees to (i) indemnify, defend and hold harmless, to the fullest extent permitted by law, each Investor, each Person who controls
such Investor (within the meaning of the Securities Act or the Exchange Act) each Investor’s and control Person’s respective
officers, directors, members, partners, managers, agents, affiliates and employees from and against all losses, claims, actions, damages,
liabilities and expenses (“Losses”) caused by any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus, preliminary Prospectus, Free-Writing Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading
(in the case of a Prospectus, in light of the circumstances under which the statements therein were made), and (ii) pay to each Investor
and their respective officers, directors, members, partners, managers, agents, affiliates and employees and each Person who controls such
Investor (within the meaning of the Securities Act or the Exchange Act), as incurred, any legal and any other expenses reasonably incurred
in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except in each case of (i) or
(ii) insofar as the same are caused by or contained in any information furnished in writing to Pubco or any managing underwriter
by or on behalf of such Investor expressly for use therein; provided, however, that the indemnity agreement contained in this Section 8
shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without
the consent of Pubco (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall Pubco be liable in any such
case for any such claim, loss, damage, liability or action to the extent that it arises out of or is based upon an untrue or alleged untrue
statement of any material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, Free-Writing Prospectus or
any amendment thereof or supplement thereto or omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement, Prospectus, preliminary Prospectus, Free-Writing Prospectus or
any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of
such Investor expressly for use in connection with such Registration Statement or to the extent that such Loss results from an Investor’s
initiation of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Investor by Pubco in accordance
with Section 2(f)(ii) hereof. In connection with an underwritten offering, Pubco shall indemnify any underwriters or
deemed underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities
Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.


 


(b)            In
connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder shall furnish
to Pubco in writing such information relating to such holder as Pubco reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify Pubco, its officers, directors, employees, agents and representatives
and each Person who controls Pubco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement
or omission is contained in any information so furnished in writing by or on behalf of such holder or to the extent that such Loss results
from an Investor’s initiation of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Investor
by Pubco in accordance with Section 2(f)(ii) hereof; provided that, the obligation to indemnify shall be individual,
not joint and several, for each holder and shall be limited to the net amount of proceeds actually received by such holder from the sale
of Registrable Securities pursuant to such Registration Statement.


 


(c)            Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party in defending such claim) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall
have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the Registration,
at the expense of the indemnifying party. Notwithstanding anything to the contrary contained herein, Pubco shall not, without the prior
written consent of the Person entitled to indemnification, consent to entry of any judgment or enter into any settlement or other compromise
with respect to any claim in respect of which indemnification or contribution may be or has been sought hereunder (whether or not any
such indemnified Person is an actual or potential party to such action or claim) which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to the indemnified Persons of a full release from all liability with respect to such claim or
which includes any admission as to fault or culpability or failure to act on the part of any indemnified Person.


 






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(d)            Each
party hereto agrees that, if for any reason the indemnification provisions contemplated by Sections 8(a) or 8(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses
(or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such Losses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the
actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, relates to information supplied
by or on behalf of such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation (even if the holders or any underwriters or all
of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in this Section 8(d). The amount paid or payable by an indemnified party as a result of the Losses
(or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or, except as provided in Section 8(c), defending any such action
or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The sellers’ obligations in
this Section 8(d) to contribute shall be several in proportion to the amount of securities Registered by them and not
joint and shall be limited to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities
effected pursuant to such Registration (less the aggregate amount of any damages or other amounts such Investor has otherwise been required
to pay (pursuant to Section 8(b) or otherwise) as a result of any untrue statements, alleged untrue statements, omissions
or alleged omissions in connection with such Registration).


 


(e)            The
indemnification and contribution provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, manager, agent, representative or controlling Person of such indemnified
party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.


 


9.             Participation
in Underwritten Registrations. No Person may participate in any Registration hereunder which is underwritten unless such Person (a) agrees
to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option
requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable
Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody agreements,
stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided
that no holder of Registrable Securities included in any underwritten Registration shall be required to make any representations or warranties
to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities,
such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification
obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8.
Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the
lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5
and this Section 9 or that are necessary to give further effect thereto, and Pubco shall execute and deliver such other agreements
as may be reasonably requested by the lead managing underwriter(s) (if applicable) in order to effect any Registration required hereunder.
To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9,
the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders,
Pubco and the underwriters created pursuant to this Section 9.


 






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10.           Other
Agreements.


 


(a)            For
so long as any Investor holds Registrable Securities that may be sold pursuant to Rule 144 only if Pubco is in compliance with the
current public information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), Pubco will use its commercially
reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 and, in furtherance
thereof, (i) remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and (ii) timely
(without giving effect to any extensions pursuant to Rule 12b-25 under the Exchange Act, as applicable) file all reports and other
materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable (provided, that the failure to file
Current Reports on Form 8-K shall not be deemed to violate this Section 10(a) to the extent that Rule 144 remains
available for the resale of Registrable Securities). Upon reasonable prior written request, Pubco shall deliver to the Investors a customary
written statement as to whether it has complied with such requirements.


 


(b)            Reserved.


 


(c)            Reserved.


 


(d)            The
stock certificates evidencing the Registrable Securities (and/or book entries representing the Registrable Securities) held by each Investor
shall not contain or be subject to any legend restricting the transfer thereof (and the Registrable Securities shall not be subject to
any stop transfer or similar instructions or notations): (A) while a Registration Statement covering the sale or resale of such securities
is effective under the Securities Act, or (B) if such Investor provides customary paperwork to the effect that it has sold such shares
pursuant to Rule 144, or (C) if such Registrable Securities are eligible for sale under Rule 144(b)(1) as set forth
in customary non-affiliate paperwork provided by such Investor, or (D) if at any time on or after the date that is one year after
the Form 10 Disclosure Filing Date such Investor certifies that it is not an affiliate of Pubco and that such Investor’s holding
period for purposes of Rule 144 in respect of such Registrable Securities is at least six (6) months, or (E) if such legend
is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the
staff of the Commission) as determined in good faith by counsel to Pubco or set forth in a legal opinion delivered by nationally recognized
counsel to an Investor (collectively, the “Unrestricted Conditions”). Pubco agrees that following the Registration
Date or at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required it will, no later than
two (2) Business Days following the delivery by an Investor to Pubco or Pubco’s transfer agent of a certificate representing
any Registrable Securities, issued with a restrictive legend, (or, in the case of Registrable Securities represented by book entries,
delivery by an Investor to Pubco or Pubco’s transfer agent of a legend removal request) deliver or cause to be delivered to such
Investor a certificate or, at the request of such Investor, deliver or cause to be delivered such Registrable Securities to such Investor
by crediting the account of such Investor’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system, in
each case, free from all restrictive and other legends and stop transfer or similar instructions or notations. For purposes hereof, “Registration
Date” shall mean the date that the Resale Shelf Registration Statement covering the Registration Statement has been declared
effective by the Commission. If any of the Unrestricted Conditions is met at the time of issuance of any Registrable Securities (e.g.,
upon exercise of Warrants), then such securities shall be issued free of all legends. Each Investor shall have the right to pursue any
remedies available to it hereunder, or otherwise at law or in equity, including a decree of specific performance and/or injunctive relief,
with respect to Pubco’s failure to timely deliver shares of Common Stock without legend as required pursuant to the terms hereof.


 


11.           Definitions.


 


(a)            “Applicable
Approving Party” means either the Advisor, or, if the Advisor is not participating in the applicable offering, the holders of
a majority of the Registrable Securities participating in the applicable offering.


 






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(b)            “Block
Trade” means any non-marketed underwritten Takedown Offering taking the form of a bought deal or block sale to a financial institution.


 


(c)            “Business
Combination Agreement” means that certain business combination agreement, dated as of December 18, 2020, among Pubco, CareMax
Medical Group, LLC, a Florida limited liability company and IMC Medical Group Holdings, LLC, a Delaware limited liability company.


 


(d)            “Business
Day” means any day that is not a Saturday or Sunday or a legal holiday in the state in which Pubco’s chief executive office
is located or in New York, NY.


 


(e)            “Commission”
means the U.S. Securities and Exchange Commission.


 


(f)             “Demand
Registrable Securities” means Registrable Securities beginning sixty (60) days prior to the expiration of the Lock-Up Period
(as defined in the Lock-Up Agreement) applicable to such Registrable Securities; provided further that any Registrable Securities that
would be Demand Registrable Securities but for which the expiration of the Lock-Up Period is in excess of sixty (60) days shall be deemed
to be Demand Registrable Securities for the purpose of inclusion in a Demand Registration for which other Demand Registrable Securities
are being Registered.


 


(g)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together
with all rules and regulations promulgated thereunder.


 


(h)            “FINRA”
means the Financial Industry Regulatory Authority or any successor thereto.


 


(i)             “Form 10
Disclosure Filing Date” means the date on which Pubco filed with the Commission a Current Report on Form 8-K that includes
current “Form 10 information” (within the meaning of Rule 144) reflecting Pubco’s status as an entity that
is no longer an issuer described in paragraph (i)(1)(i) of Rule 144.


 


(j)             “Free-Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.


 


(k)            “Lock-Up
Agreement” means that certain Lock-Up Agreement, dated of even date herewith by and among Pubco, the Advisor and any other Person
who executes a joinder thereto.


 


(l)             “New
Registration Statement Filing Deadline” means, with respect to any New Registration Statements that may be required pursuant
to Section 1(b), (i) the tenth (10th) day following the first date on which such Registrable Securities may
then be included in a Registration Statement if such Registration Statement is required to be filed because the Commission shall have
informed Pubco that certain Registrable Securities were not eligible for inclusion in a previously filed Registration Statement, or (ii) if
such New Registration Statement is required for a reason other than as described in clause (i) of this definition, the fifteenth
(15th) day following the date on which Pubco first knows that such New Registration Statement is required.


 


(m)           “Permitted
Transferees” means any Person to whom an Investor is permitted to transfer Registrable Securities prior to the expiration of
the applicable Lock-Up Period (as defined under the Lock-Up Agreement), under the Lock-Up Agreement, the Warrants, or this Agreement,
and to any permitted transferee thereafter.


 


(n)            “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, any other legal entity or business organization and a governmental entity or any department,
agency or political subdivision thereof.


 


(o)            “Prospectus”
means (i) the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus and (ii) any free
writing prospectus (within the meaning of Rule 405 under the Securities Act) relating to any offering of Registrable Securities
pursuant to a Registration Statement.


 






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(p)            “Public
Offering” means any sale or distribution by Pubco and/or holders of Registrable Securities to the public of Common Stock pursuant
to an offering Registered under the Securities Act.


 


(q)            “Register,”
 “Registered” and “Registration” mean a registration effected by preparing and filing a Registration
Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such Registration Statement becoming effective.


 


(r)             “Registrable
Securities” means (i) the Subscribed Shares, (ii) any Warrant Shares issued to an Investor, or issuable upon exercise
of the Warrants held by an Investor, (iii) any shares of Common Stock issued or issuable upon the exercise, conversion or exchange
of, or pursuant to adjustments or anti-dilution provisions applicable to, securities hereafter issued in exchange or substitution for,
or otherwise with respect to, securities referred to in clauses (i) through (iii) (including the Warrants) by way of reclassification,
exchange or otherwise, and (iv) any Common Stock issued or issuable with respect to the securities referred to in the preceding clauses
(i) through (iii) (including the Warrants) by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when they have been sold or distributed to the public pursuant to an offering Registered under
the Securities Act, sold to the public through a broker, dealer or market maker in compliance with Rule 144 or repurchased by Pubco
or any of its subsidiaries; provided that, solely with respect to the Warrant Shares, when the Warrants are no longer exercisable (other
than pursuant to the vesting provisions of the Series B Warrants), the Warrant Shares underlying such unexercisable Warrants shall
cease to be Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities,
and the Registrable Securities shall be deemed to be in existence, whenever such Person holds such Registrable Securities of record or
in “street name” or has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise
in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right
and, in the case of Registrable Securities issuable upon exercise of Warrants, assuming the exercise thereof for cash), whether or not
such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities
hereunder; provided a holder of Registrable Securities may only request that Registrable Securities in the form of Common Stock be Registered
pursuant to this Agreement.


 


(s)            “Registration
Statement” means any registration statement filed by Pubco with the Commission in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable Securities, including
the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


(t)             “Rule 144”,
 “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities
Act (or any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in
force.


 


(u)            “Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with
all rules and regulations promulgated thereunder.


 


(v)            “Shelf
Participant” means any holder of Registrable Securities listed as a potential selling stockholder in connection with the Resale
Shelf Registration Statement or the Shelf Registration or any such holder that could be added to such Resale Shelf Registration Statement
or Shelf Registration without the need for a post-effective amendment thereto or added by means of an automatic post-effective amendment
thereto.


 


(w)           “WKSI”
means a “well-known seasoned issuer” as defined under Rule 405.


 






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12.           Miscellaneous.


 


(a)            No
Inconsistent Agreements. Pubco shall not hereafter enter into any agreement with respect to its securities which is inconsistent with
or violates or in any way impairs the rights granted to the Investors in this Agreement.


 


(b)            Entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions among the parties hereto, written or oral, with respect to the subject
matter hereof.


 


(c)            Remedies.
Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled
to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any
bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(d)            Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only with the prior written
consent of Pubco and the Advisor, provided that no amendment may materially and disproportionately adversely affect the rights of any
holder of Registrable Securities compared to other holders of Registrable Securities without the consent of such adversely affected holder.
Any amendment or waiver effected in accordance with this Section 12(d) shall be binding upon each Investor and Pubco.
The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions
and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 


(e)            Successors
and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. In addition, whether or
not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities and any subsequent holder
of securities that are convertible into, or exercisable or exchangeable for, Registrable Securities. Pubco shall not assign its obligations
hereunder without the prior written consent of the Advisor.


 


(f)             Transfer
of Rights. An Investor may transfer or assign, in whole or from time to time in part, to one or more Permitted Transferees, its rights
and obligations under this Agreement and such rights will be transferred to such transferee effective upon receipt by Pubco of (A) written
notice from such Investor stating the name and address of the transferee and identifying the number of Registrable Securities with respect
to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (B) except in the case
of a transfer to an existing Investor, a written agreement from such transferee to be bound by the terms of this Agreement. A transferee
of Registrable Securities who satisfies the conditions set forth in this Section 12(f) shall henceforth be an “Investor”
for purposes of this Agreement. In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable
Securities remain Registrable Securities following such transfer, at the request of such holder, Pubco shall use its reasonable best efforts
to amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and sell
such Registrable Securities pursuant to such Resale Shelf Registration Statement; provided that, in no event shall Pubco be required to
file a post-effective amendment to the Resale Shelf Registration Statement unless Pubco receives a written request from the subsequent
transferee, requesting that its shares of Common Stock be included in the Resale Shelf Registration Statement, with all information reasonably
requested by Pubco.


 


(g)            Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any respect under any
applicable law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality or unenforceability,
without invalidating the remainder of this Agreement.


 






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(h)            Counterparts.
This Agreement may be executed simultaneously in counterparts (including by means of facsimile, electronic mail, portable data format
(PDF) or other electronic signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same Agreement.


 


(i)             Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. Unless the context otherwise required: (i) the use of the word “including” herein shall mean “including
without limitation,” (ii) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained
in or attached to this Agreement, and (iii) words in the singular or plural include the singular and plural, and pronouns stated
in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter.


 


(j)             Governing
Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York,
without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state. The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement must be brought exclusively
in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York and the federal
courts of the United States of America located in the State of New York, and sitting in the County of New York (collectively the “Designated
Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit
or proceeding with respect to this Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity
from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding
in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated
Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons,
notice or document to a party hereof in compliance with Section 12(k) of this Agreement shall be effective service of
process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction
as set forth above.


 


(k)            Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or
other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, upon non-automated confirmation of receipt from the recipient, (iii) upon delivery or refusal of delivery after being sent
to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) upon delivery or refusal of
delivery after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each
case, addressed to the intended recipient at its address specified below, or in the case of an Investor that is not the Advisor, at its
address as set forth in the joinder to this Agreement by such Investor, or to such electronic mail address or address as subsequently
modified by written notice given in accordance with this Section 12(k):


 






    19 


     


    

 



 


if to Pubco:


 


CareMax, Inc.


1000 NW 57 Court


Suite 400


Miami, FL 33126


Telephone: ***


Attention: General Counsel


Email:     ***


 


with a copy to:


 


DLA Piper LLP (US)


200 South Biscayne Boulevard


Suite 2500


Miami, FL 33131


Telephone: (305) 702-8880


Attention: Joshua M. Samek, Esq.


Email:     Joshua.Samek@us.dlapiper.com


 


if to the Advisor:


 


Related CM Advisor, LLC


30 Hudson Yards


New York, NY 10001


Telephone: ***


Attention: Bryan Cho


Email: ***


 


With a copy (which shall not constitute notice)
to:


 


Sullivan & Cromwell LLP


125 Broad Street


New York, NY 10004


Telephone: (212) 558-4312


Attention: Robert W. Downes


Email:     downesr@sullcrom.com


 


(l)            Mutual
Waiver of Jury Trial. As a specifically bargained inducement for each of the parties to enter into this Agreement (with each party
having had opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by jury in any lawsuit
or legal proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein, and any lawsuit or
legal proceeding relating to or arising in any way to this Agreement or the transactions contemplated herein shall be tried in a court
of competent jurisdiction by a judge sitting without a jury.


 


(m)           No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto,
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions
of this Agreement.


 


* * * * *


 









    20


     


    

 


IN WITNESS WHEREOF, Pubco has executed this Agreement
as of the date first written above.


 


	 	CAREMAX, INC.
	 	 	 
	 	By:	                       
	 	 	Name:     
	 	 	Title: 





 


[Signature
Page to Registration Rights Agreement]


 






    


     


    

 


IN
WITNESS WHEREOF, the Advisor has executed this Agreement as of the date first written above.


 


	 	RELATED CM ADVISOR, LLC
	 	 	 
	 	By:	     
	 	 	Name:           
	 	 	Title: 



 


[Signature
Page to Registration Rights Agreement]


 






    


     


    

 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing and delivering this
Joinder pursuant to the Registration Rights Agreement dated as of July 13, 2021 (as the same may hereafter be amended, the “Registration
Rights Agreement”), among CareMax Inc., a Delaware corporation (“Pubco”), and the other persons named as parties
therein.


 


By executing and delivering this Joinder to Pubco,
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement
as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.


 


Accordingly, the undersigned has executed and delivered
this Joinder as of the ___ day of ________, 20__.


 


	 	INVESTOR:
	 	[●]
	 	By: 	                          
	 	Its:
	 	Address for Notices: [●]
	 	[●]
	 	[●]
	 	[●]
	 	Agreed and Accepted as of _________________
	 	CAREMAX, INC.
	 	By:	 
	 	Its:


 









    


     


    

 


Exhibit D


 


Form of Warrants


 









    


     


    

 


Exhibit E


 


LOCK-UP
AGREEMENT


 


July 13, 2021


 


CareMax, Inc.


1000 NW 57 Court


Suite 400


Miami, FL 33126


 


Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
relates to the Exclusive Real Estate Advisory Agreement entered into as of July 13, 2021 (the “Advisory Agreement”)
by and between CareMax, Inc., a Delaware corporation (“CareMax”), and Related CM Advisor, LLC, a Delaware limited
liability company (“Related”), and the Subscription Agreement contemplated by the Advisory Agreement, by and between
CareMax and Related. Capitalized terms used and not otherwise defined herein are defined in the Subscription Agreement and shall have
the meanings given to such terms in the Subscription Agreement.


 


1.            In
order to induce all parties to consummate the transactions contemplated by the Advisory Agreement, the undersigned hereby agrees that:


 


(a)           with
respect to the Subscribed Shares held by the undersigned or any of its affiliates (as used herein as defined in Rule 12b-2 under
the Exchange Act), from the date hereof until six (6) months after the Closing Date; and


 


(b)           with
respect to Warrant Shares obtained by the undersigned or any of its affiliates upon the exercise of any of the Warrants (all such
Warrant Shares, together with the Subscribed Shares and any equity securities issued in exchange therefor, the “Lock-Up
Shares”), from the date of such exercise as determined in accordance with Section 3.3.4 of the Warrants (the
 “Exercise Date”) until six (6) months after the Exercise Date; provided, however, that in the
event that any portion of the Series B Warrant is exercised pursuant to subsection 3.3.1(b) of the Series B Warrant,
the date in respect of such portion of the Series B Warrant shall be the later of (i) six (6) months after the
Exercise Date and (ii) the date that the Company receives the Warrant Price (as defined in the Series B Warrant) for that
portion of Warrant Shares exercised pursuant to the Series B Warrant (the applicable period set forth in each of clauses
(a) and (b), the “Lock-Up Period”), the undersigned will not: (i) sell, offer to sell, contract or
agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Exchange Act, with respect to any Lock-Up Shares, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up
Shares, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause
(i) or (ii); provided, however, that in the event the exercise of any of the Warrants and receipt of Warrant
Shares in respect thereof results in a liability for taxes payable by the undersigned or its affiliate that is the beneficial owner
of such Warrants or Warrant Shares, such person shall be permitted, notwithstanding the Lock-Up Period, to sell or otherwise dispose
of Lock-Up Shares with an aggregate value not to exceed such tax liability (in such case, delivery of an certificate attesting to
such holder’s tax liability to the Company shall be sufficient for purposes hereof).


 


2.            The
undersigned hereby authorizes CareMax to cause its transfer agent for the Class A Common Stock to decline to transfer, and to note
stop transfer restrictions on the stock register and other records relating to, the Lock-Up Shares during the Lock-Up Period, as applicable
thereto, and each of the Warrants shall contain a legend noting note such restrictions.


 






    


     


    

 


3.            Notwithstanding
the foregoing, the undersigned may sell or otherwise transfer Lock-Up Shares during the undersigned’s lifetime or on death (or,
if the undersigned is not a natural person, during its existence):


 


(a)           if
the undersigned is not a natural person, to its direct or indirect equity holders or to any of its other affiliates;


 


(b)           as
a bona fide gift or gifts;


 


(c)           to
the immediate family members (including spouses, significant others, lineal descendants, brothers and sisters) of the undersigned;


 


(d)           to
a family trust, foundation or partnership established for the exclusive benefit of the undersigned, its equity holders or any of their
respective immediate family members;


 


(e)           to
a charitable foundation controlled by the undersigned, its equity holders or any of their respective immediate family members;


 


(f)           if
the undersigned is not a natural person, to any affiliate, subsidiary, employee, officer, director, investment fund controlled or managed
by the undersigned or its affiliates, or commonly controlled or managed investment fund; or


 


(g)           if
the undersigned is not a natural person, through distributions to limited or general partners, members, managers, equity holders, stockholders
or affiliates of the undersigned or via the admission of new equity holders, partners, members or managers into any entity holding any
of the Lock-Up Shares.


 


provided,
however, that in the case of any sale or transfer pursuant to clauses (a) through (g) above, such sale or transfer shall
be conditioned upon entry by such transferees into a written agreement, addressed to CareMax, agreeing to be bound by the transfer restrictions
and the other terms and conditions of this Agreement in the form attached as Exhibit A hereto.


 


4.            The
restrictions set forth in this Agreement shall not apply to:


 


(a)           the
establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the sale or transfer of Lock-Up Shares; provided,
however, that such plan does not provide for the sale or transfer of Lock-Up Shares during the Lock-Up Period;


 


(b)           any
shares of Common Stock purchased by the undersigned in the open market or in any public or private capital raising transaction of CareMax
other than the Lock-Up Shares; or


 


(c)           the
inclusion of any Lock-Up Shares (but not the subsequent sale or transfer of such Lock-Up Shares) as part of any resale shelf registration
statement filed pursuant to the Registration Rights Agreement.


 


5.            The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this
Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request,
the undersigned will execute any additional documents reasonably necessary in connection with enforcement hereof.


 


6.            This
Agreement and the other Subscription Documents constitute the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof. This Agreement shall not confer any rights or remedies upon
any person other than the parties hereto, and no third party shall have the right to enforce the terms of this Agreement directly against
the undersigned holders of Lock-Up Shares. This Agreement may not be changed, amended, modified or waived as to any particular provision,
except by a written instrument executed by CareMax and the undersigned.


 


7.            For
the avoidance of any doubt, the parties hereto acknowledge and agree that the undersigned shall retain all of its rights as a stockholder
of CareMax during the Lock-up Period with respect to the Subscription Shares and any Warrant Shares held by the undersigned, including
the right to vote, and to receive any dividends and distributions in respect of, any Class A Common Stock.


 






    2


     


    

 


8.            No
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and its successors and assigns.


 


9.            This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall be brought
and enforced in exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State
of New York and the federal courts of the United States of America located in the State of New York, and sitting in the County of New
York, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any
objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


10.           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by overnight mail or similar private courier service, by certified mail (return receipt requested) or email transmission to the
address or email address (as applicable) set forth below such party’s name on the signature page hereto.


 


11.           This
Agreement may be executed and delivered in one or more counterparts (including by facsimile, electronic mail, in .pdf or other electronic
submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


12.           This
Agreement shall become effective on the Closing Date. This Agreement and the obligations of each party hereunder shall automatically terminate
upon (a) the termination of the Lock-Up Period for all Lock-Up Shares that are held by the undersigned or may be acquired by the
undersigned upon exercise of any of the Warrants, without regard to any vesting provisions contained therein or (b) six (6) months
following the effective date of the termination by the Advisor of the Advisory Agreement pursuant to the terms thereof. Upon termination
or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however,
that such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring
prior to its termination.


 


[Signature on the following page]


 









    3


     


    

 


Very truly yours,


 


	RELATED CM ADVISOR, LLC 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Address:	 
	Email:	 



 





[Signature Page to Lock-Up
Agreement]


 








    


     


    

 


Accepted and agreed:


 


	CAREMAX, INC.	 
	 	 
	By:	 	 
	 	Name: Carlos A. de Solo	 
	 	Title: President and Chief Executive Officer	 




 


Address:


1000 NW 57 Court


Suite 400


Miami, FL 33126


 


Email: ***  






 


[Signature Page to Lock-Up Agreement]


 








    


     


    

 


EXHIBIT A


 


JOINDER
TO LOCK-UP AGREEMENT


 


The undersigned is executing and delivering this Joinder to the Lock-up
Agreement by and among CareMax, Inc. (the “Company”) dated June ____, 2021 and the other parties thereto
(as the same may hereafter be amended, the “Lock-Up Agreement”).


 


The undersigned received Lock-Up Shares (as defined in the Lock-Up
Agreement) pursuant to a transaction set forth in Section 3 of the Lock-Up Agreement. By executing and delivering this Joinder to
the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Lock-Up Agreement
as a holder of Lock-Up Shares in the same manner as if the undersigned were an original signatory to the Lock-Up Agreement.


 


Accordingly, the undersigned has executed and delivered this Joinder
as of the __ day of _______, 20__.


 


	 	[•]
	 	 
	 	By:	           
	 	 
	 	Its:
	 	 
	 	Address for Notices: [•]
	 	 
	 	[•]
	 	 
	 	[•]
	 	 
	 	[•]



 









    


     


    

 


Annex A