Exhibit 10.3


 





SUBORDINATION AGREEMENT


 


This Subordination Agreement
(this “Agreement”) is made as of December 13, 2022 among CRG Servicing LLC, a Delaware limited liability
company (“Senior Agent”), and VBC Growth SPV LLC, a Delaware limited liability company (“Subordinated
Creditor”).


 


RECITALS:


 


A.            P3
Health Group, LLC, a Delaware limited liability company (“Borrower”), intends to issue in favor of Subordinated
Creditor the Subordinated Note (as defined below).


 


B.            Senior
Creditors, Borrower and certain of its subsidiaries have entered into the Senior Loan Agreement (as defined below), and Senior Agent,
Borrower and certain of its subsidiaries have entered into the Senior Security Agreement (as defined below) under which Borrower and such
subsidiaries have granted a security interest in the Collateral (as defined below) in favor of the Senior Creditors as security for the
payment of Borrower’s obligations under the Senior Loan Agreement.


 


C.            To
induce the Lenders under and as defined in the Senior Loan Agreement referred to below to make and maintain the credit extensions to Borrower
and to consent to the issuance of the Subordinated Note, in each case, under the Senior Loan Agreement, Subordinated Creditor is willing
to subordinate the Subordinated Debt (as defined below) to the Senior Debt (as defined below) on the terms and conditions herein set forth.


 


NOW, THEREFORE, THE PARTIES
AGREE AS FOLLOWS:


 


1.            Definitions.
As used herein, the following terms have the following meanings:


 


“Bankruptcy Code”
means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.


 


“Collateral”
has the meaning set forth in the Senior Security Agreement.


 


“Enforcement Action”
means, with respect to any indebtedness, obligation (contingent or otherwise) or Collateral at any time held by any lender or noteholder,
(i) commencing, by judicial or non-judicial means, the enforcement of, or otherwise attempting to enforce, such indebtedness, obligation
or Collateral of any of the default remedies under any of the applicable agreements or documents of such lender or noteholder, the UCC
or other applicable law (other than the mere issuance of a notice of default or notice of the right by such lender or noteholder to seek
specific performance with respect to any covenants in favor of such lender or noteholder), (ii) repossessing, selling, leasing or
otherwise disposing of all or any part of such Collateral, including without limitation causing any attachment of, levy upon, execution
against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any Collateral, or
exercising account debtor or obligor notification or collection rights with respect to all or any portion thereof, or attempting or agreeing
to do so, (iii) appropriating, setting off or applying to such lender or noteholder’s claim any part or all of such Collateral
or other property in the possession of, or coming into the possession of, such lender or noteholder or its agent, trustee or bailee, (iv) asserting
any claim or interest in any insurance with respect to such indebtedness, obligation or Collateral, (v) instituting or commencing,
or joining with any Person in commencing, any action or proceeding with respect to any of the foregoing rights or remedies (including
any action of foreclosure, enforcement, collection or execution and any Insolvency Event involving any Obligor), (vi) exercising
any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement
to which the Subordinated Creditor is a party, or (vii) otherwise enforcing, or attempting to enforce, any other rights or remedies
under or with respect to any such indebtedness, obligation or Collateral.


 






     


     


    

 


“Insolvency Event”
means that any Obligor or any of its subsidiaries shall have (i) applied for, consented to or acquiesced in the appointment of a
trustee, receiver or other custodian for it or any of its property, or (ii) made a general assignment for the benefit of creditors
or similar arrangement in respect of such Obligor’s or subsidiary’s creditors generally or any substantial portion thereof,
or (iii) permitted, consented to, or suffered to exist the appointment of a trustee, receiver or other custodian for it or for a
substantial part of its property, or (iv) commenced any case, action or proceeding before any court or other governmental agency
or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under
any bankruptcy or insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation
any case under the Bankruptcy Code, in respect of it, or (v) (A) permitted, consented to, or suffered to exist the commencement
of any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency,
debt arrangement or relief or other case, action or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up
or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, and (B) any
such case, action or proceeding shall have resulted in the entry of an order for relief or shall have remained for sixty (60) days undismissed.


 


“Obligor”
has the meaning set forth in the Senior Loan Agreement.


 


“Person”
has the meaning set forth in the Senior Loan Agreement.


 


“Senior Creditors”
means Senior Agent and the “Lenders” under and as defined in the Senior Loan Agreement.


 


“Senior Debt”
means the Obligations (as defined in the Senior Loan Agreement).


 


“Senior Discharge
Date” means the first date on which all of the Senior Debt (other than contingent indemnification obligations and any Warrant
Obligations (as defined in the Senior Loan Agreement)) has been paid indefeasibly in full in cash and all commitments of Senior Lenders
under the Senior Loan Documents have been terminated.


 


“Senior Loan Agreement”
means that certain Term Loan Agreement, dated as of November 19, 2020, by and among Borrower, the subsidiary guarantors from time
to time party thereto, and the Senior Creditors, as amended, restated, supplemented or otherwise modified from time to time.


 


“Senior Loan Documents”
means, collectively, the Loan Documents (as defined in the Senior Loan Agreement), in each case as amended, restated, supplemented or
otherwise modified from time to time.


 


“Senior Security
Agreement” means that certain Security Agreement, dated as of November 19, 2020, among Borrower, the other Obligors
party thereto, and Senior Agent, as amended, restated, supplemented or otherwise modified from time to time.


 


“Subordinated
Debt” means and includes all obligations, liabilities and indebtedness of any Obligor owed to Subordinated Creditor, whether
direct or indirect, under the Subordinated Debt Documents.


 






     


     


    

 


“Subordinated
Debt Documents” means, collectively, the Subordinated Note and each other loan document or agreement entered into by Borrower
in connection with the Subordinated Note, as amended, restated, supplemented or otherwise modified from time to time.


 


“Subordinated
Note” means that certain $40,000,000 unsecured promissory note, dated December December 13, 2022, issued by Borrower
to Subordinated Creditor, as amended, restated, supplemented or otherwise modified from time to time.


 


“UCC”
means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial
Code, the Uniform Commercial Code as in effect in the State of New York.


 


2.     Liens.
(a)     Subordinated Creditor represents and warrants that the Subordinated Debt is unsecured. Subordinated
Creditor agrees that it will not request or accept any security interest in any Collateral to secure the Subordinated Debt; provided
that, should Subordinated Creditor obtain a lien or security interest on any asset or Collateral to secure all or any portion of the
Subordinated Debt for any reason (which action shall be in violation of this Agreement), notwithstanding the respective dates of attachment
and perfection of the security interests in the Collateral in favor of the Senior Creditors or Subordinated Creditor, or any contrary
provision of the UCC, or any applicable law or decision to the contrary, or the provisions of the Senior Loan Documents or the Subordinated
Debt Documents, and irrespective of whether Subordinated Creditor or the Senior Creditors hold possession of any or all part of the Collateral,
all now existing or hereafter arising security interests in the Collateral in favor of Subordinated Creditor in respect of the Subordinated
Debt Documents shall at all times be subordinate to the security interest in such Collateral in favor of the Senior Creditors in respect
of the Senior Loan Documents.


 


(b)            Subordinated
Creditor acknowledges that the Senior Creditors have been granted liens upon the Collateral, and Subordinated Creditor hereby consents
thereto and to the incurrence and maintenance of the Senior Debt.


 


(c)            Until
the Senior Discharge Date, in the event of any private or public sale or other disposition of all or any portion of the Collateral, Subordinated
Creditor agrees that such Collateral shall be sold or otherwise disposed of free and clear of any liens in favor of Subordinated Creditor.
Subordinated Creditor agrees that any such sale or disposition of Collateral shall not require any consent from Subordinated Creditor,
and Subordinated Creditor hereby waives any right it may have to object to such sale or disposition.


 


(d)            Subordinated
Creditor agrees that it will not request or accept any guaranty of the Subordinated Debt.


 


3.            Payment
Subordination. (a)  Notwithstanding the terms of the Subordinated Debt Documents, until the Senior Discharge Date, (i) all
payments and distributions of any kind or character, whether in cash, property or securities, in respect of the Subordinated Debt are
subordinated in right and time of payment to all payments in respect of the Senior Debt, and (ii) Subordinated Creditor will not
demand, sue for or receive from Borrower (and Borrower will not pay) any part of the Subordinated Debt, whether by payment, prepayment,
distribution, setoff, or otherwise, or accelerate the Subordinated Debt (provided, that, this clause (a) shall
not prohibit the payment of interest on the Subordinated Debt that is capitalized by adding such amount to the principal balance of the
Subordinated Debt in lieu of being paid in cash).


 






     


     


    

 


(b)            Subordinated
Creditor must deliver to the Senior Agent in the form received (except for endorsement or assignment by Subordinated Creditor) any payment,
distribution, security or proceeds it receives on the Subordinated Debt other than according to this Agreement.


 


4.            Subordination
of Remedies. Until the Senior Discharge Date, and whether or not any Insolvency Event has occurred, Subordinated Creditor will
not accelerate the maturity of all or any portion of the Subordinated Debt, enforce, attempt to enforce, or exercise any right or remedy
with respect to any Collateral or the Subordinated Debt, or take any other Enforcement Action with respect to the Subordinated Debt.


 


5.            Payments
Over. All payments and distributions of any kind, whether in cash, property or securities, in respect of the Subordinated Debt
to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid
to the Senior Creditors in respect of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged,
disallowed, subordinated or recharacterized. Notwithstanding the foregoing, if any payment or distribution of any kind, whether in cash,
property or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before Senior Discharge Date (whether
or not expressly characterized as such), then such payment or distribution shall be segregated by Subordinated Creditor and held in trust
for, and shall be promptly paid over to, the Senior Creditors in the same form as received, with any necessary endorsements or as a court
of competent jurisdiction may otherwise direct, in respect of the Senior Debt, regardless of whether such Senior Debt, or any portion
thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Until the Senior Discharge Date, Subordinated Creditor irrevocably
appoints the Senior Agent as Subordinated Creditor’s attorney-in-fact, and grants to the Senior Creditors a power of attorney with
full power of substitution (which power of attorney is coupled with an interest), in the name of Subordinated Creditor or in the name
of the Senior Agent, for the use and benefit of the Senior Creditors, upon notice to Subordinated Creditor, for the sole purpose of making
any such endorsements under this Section 5, if any. This Section 5 shall be enforceable even if the Senior Creditors’
liens on the Collateral are alleged, determined, or held to constitute preferential transfers, or otherwise avoided or voidable, set aside,
recharacterized or equitably subordinated.


 


6.            Insolvency
Proceedings. (a)  This Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement”
within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable
to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other Obligor shall include
Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any other Obligor (as the case
may be) in connection with any case under the Bankruptcy Code or in connection with any other Insolvency Event.


 


(b)            Without
limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent
of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting,
commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower
or any other Obligor.


 


(c)            The
Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and
make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or
consent of Subordinated Creditor.


 






     


     


    

 


(d)            Subordinated
Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity,
legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security
interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation,
the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition
of any Collateral by the Senior Creditors in accordance with applicable law, or otherwise to contest, protest, object to or interfere
with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession
facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or
any other applicable law, without the consent, in their sole discretion, of the Senior Creditors; or (iv) exercise any rights against
the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code.


 


(e)            Subordinated
Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or otherwise support any opposition to or objection
with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy
Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from
any other stay in connection with any Insolvency Event or seeking adequate protection of the Senior Creditors’ interests in the
Collateral or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable
law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the
prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash
collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from
the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if
the Senior Creditors, in their sole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated
Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable
law) or any other relief in connection therewith; (iii) any sale or other disposition of any of the Collateral or any of the assets
of Borrower or any other Obligor (include any such sale free and clear of liens or other claims) under Section 363 of the Bankruptcy
Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior
Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and
Subordinated Creditor hereby waives any claim it may hereafter have against the Senior Creditors arising out of such election; (viii) the
Senior Creditors’ exercise or enforcement of its right to credit bid any or all of its debt claims against Borrower or any other
Obligor, including, without limitation, the Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors,
in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in
furtherance thereof, Subordinated Creditor hereby grants to the Senior Creditors the right to vote Subordinated Creditor’s claim
or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated
Creditor’s agent, with respect to any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote
in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.


 


7.            Distributions
of Proceeds of Collateral. Until the Senior Discharge Date, all realizations upon any Collateral pursuant to or in connection
with an Enforcement Action, an Insolvency Event or otherwise shall be paid or delivered to the Senior Agent in respect of the Senior Debt
before any payment may be made to Subordinated Creditor.


 


8.            Release
of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior Agent, of all
or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated
Creditor may have on such Collateral. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the
Senior Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens
held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases
or other documents reasonably requested by the Senior Agent in connection therewith. In furtherance of the foregoing, until the Senior
Discharge Date, Subordinated Creditor hereby appoints the Senior Agent as its attorney-in-fact, with full authority in the place and stead
of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, solely for the purpose
of executing and delivering any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8,
such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Creditors may release or
refrain from enforcing their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free
of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.


 






     


     


    

 


9.            Attorney-In-Fact.
Until the Senior Discharge Date, Subordinated Creditor irrevocably appoints the Senior Agent as its attorney-in-fact, with power of attorney
with power of substitution, in Subordinated Creditor’s name or in any Senior Creditor’s name, for the Senior Creditors’
use and benefit, with notice to Subordinated Creditor, solely for the purpose of doing the following during an Insolvency Event:


 


(a)            file
any claims in respect of the Subordinated Debt on behalf of Subordinated Creditor if Subordinated Creditor does not do so at least 30
days before the time to file claims expires; and


 


(b)            vote
Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection
with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or liquidation to which
Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event
of Borrower or any other Obligor.


 


Such power of attorney is
irrevocable and coupled with an interest.


 


10.            Legend;
Amendment of Debt. (a)  Subordinated Creditor will immediately put a legend on or otherwise indicate on the Subordinated
Note that the Subordinated Note is subject to this Agreement.


 


(b)            Until
the Senior Discharge Date, Subordinated Creditor shall not, without prior written consent of the Senior Agent, agree to any amendment,
modification or waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or waiver is
to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Senior Creditors; (ii) increase the interest
rate on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated
Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Debt; (iv) impose on Borrower or
any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees
or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions
in a manner which would make such provisions materially more onerous, restrictive or burdensome to Borrower or any other Obligor; (vi) grant
a lien or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of
the Subordinated Debt; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt
or confer additional rights upon Subordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower,
any other Obligor or the Senior Creditors. Any such amendment, modification or waiver made in violation of this Section 10(b) shall
be void.


 


(c)            At
any time without notice to Subordinated Creditor, the Senior Creditors may take such action with respect to the Senior Debt as the Senior
Creditors, in their sole discretion, may deem appropriate, including, without limitation, terminating advances, increasing the principal,
extending the time of payment, increasing interest rates, renewing, compromising or otherwise amending any documents affecting the Senior
Debt and any Collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person;
provided, that, notwithstanding the foregoing, the Senior Creditors shall not agree to any amendment, modification or waiver
of any provision of the Senior Debt without Subordinated Creditor’s prior written consent if the effect of such amendment, modification
or waiver is to: (i) increase the principal of the Senior Debt (other than as a result of capitalized interest) or increase the Obligations,
in each case, above $180,000,000, (ii) extend the time of payment of the Senior Debt, or (iii) renew, replace, extend or supplement
the Senior Debt or Obligations other than as permitted by clauses (i) and (ii) above. No action or inaction will
impair or otherwise affect any Senior Creditor’s rights under this Agreement.


 






     


     


    

 


11.            Certain
Waivers. (a)  Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or
any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights
or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim
the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether
any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees
that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against
the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit
or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in
the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral;
and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance
or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the
Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether
Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the
Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or
liquidation.


 


(b)            Subordinated
Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any
lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency
Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall
be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside
by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time,
manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver
or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior
Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute
a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.


 


12.            Representations
and Warranties. Subordinated Creditor represents and warrants to the Senior Creditors that:


 


(a)            all
action on the part of Subordinated Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for
the authorization of this Agreement and the performance of all obligations of Subordinated Creditor hereunder has been taken;


 


(b)            this
Agreement constitutes the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance
with its terms;


 






     


     


    

 


(c)            the
execution, delivery and performance of and compliance with this Agreement by Subordinated Creditor will not (i) result in any material
violation or default of any term of any of Subordinated Creditor’s charter, formation or other organizational documents (such as
Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (ii) violate any material
applicable law, rule or regulation; and


 


(d)            Subordinated
Creditor has not previously assigned any interest in the Subordinated Debt, and no Person other than the Subordinated Creditor owns an
interest in the Subordinated Debt.


 


13.            Term;
Reinstatement. This Agreement shall remain in full force and effect until the Senior Discharge Date, notwithstanding the occurrence
of an Insolvency Event. If, after the Senior Discharge Date, the Senior Creditors must disgorge any payments made on the Senior Debt for
any reason (including, without limitation, in connection with the bankruptcy of Borrower or in connection with any other Insolvency Event),
this Agreement and the relative rights and priorities provided in it, will be reinstated as to all disgorged payments as though such payments
had not been made, and Subordinated Creditor will immediately pay the Senior Agent all payments received in respect of the Subordinated
Debt to the extent such payments or retention thereof would have been prohibited under this Agreement.


 


14.            Successors
and Assigns. This Agreement binds Subordinated Creditor, its successors or assigns, and benefits the Senior Creditors’
successors or assigns. This Agreement is for Subordinated Creditor’s and the Senior Creditors’ benefit and not for the benefit
of Borrower or any other party. Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion
of the Subordinated Debt or any related document or any interest in any Collateral therefor unless prior to the consummation of any such
action, the transferee thereof shall execute and deliver to the Senior Agent an agreement of such transferee to be bound hereby, or an
agreement substantially identical to this Agreement providing for the continued subjection of the Subordinated Debt, the interests of
the transferee in the Collateral and the remedies of the transferee with respect thereto as provided herein with respect to Subordinated
Creditor and for the continued effectiveness of all of the other rights of the Senior Creditors arising under this Agreement, in each
case in form satisfactory to the Senior Creditors. Any such sale, assignment, pledge, disposition or transfer not made in compliance with
the terms of this Section 14 shall be void but shall not affect the subordination provisions of this Agreement.


 


15.            Further
Assurances. Subordinated Creditor hereby agrees to execute such documents and/or take such further action as the Senior Agent
may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation,
ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by the Senior Agent.


 


16.            Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument. Executed counterparts may be delivered by facsimile or email.


 


17.            Governing
Law; Waiver of Jury Trial. (a)  This Agreement and the rights and obligations of the parties hereunder shall be governed
by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result
in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations
Law shall apply.


 


(b)            EACH
PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN.


 






     


     


    

 


18.            Entire
Agreement; Waivers and Amendments. This Agreement represents the entire agreement with respect to the subject matter hereof,
and supersedes all prior negotiations, agreements and commitments. The Senior Creditors and Subordinated Creditor are not relying on any
representations by the other creditor party or Borrower in entering into this Agreement, and each of the Senior Creditors and Subordinated
Creditor has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower. No amendment, modification,
supplement, termination, consent or waiver of or to any provision of this Agreement, nor any consent to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Senior Agent and Subordinated Creditor. Any waiver of
any provision of this Agreement, or any consent to any departure from the terms of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for which given.


 


19.            No
Waiver. No failure or delay on the part of any Senior Creditor or Subordinated Creditor in the exercise of any power, right,
remedy or privilege under this Agreement shall impair such power, right, remedy or privilege or shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise of any other power,
right or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and
privileges that may otherwise be available to any Senior Creditor.


 


20.            Legal
Fees. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such
action shall be entitled, in addition to such other relief as may be granted, all reasonable, invoiced and out-of-pocket costs and expenses,
including reasonable attorneys’ fees, incurred in such action.


 


21.            Severability.
Any provision of this Agreement which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent such illegality, invalidity, prohibition or unenforceability without invalidating or impairing the remaining
provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


 


22.            Notices.
All notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be
in writing and shall be delivered or sent by first-class mail, postage prepaid, or by overnight courier or messenger service or by facsimile
or electronic mail, message confirmed, and shall be deemed to be effective for purposes of this Agreement on the day that delivery is
made or refused. Unless otherwise specified in a notice mailed or delivered in accordance with the foregoing sentence, notices, demands,
instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses
and facsimile numbers or email addresses indicated on the signature pages hereto.


 


23.            No
Third-Party Beneficiaries; Other Benefits. The terms and provisions of this Agreement are intended solely for the benefit of
each party hereto and their respective successors and permitted assigns, and the parties do not intend to confer third party beneficiary
rights upon any other person. Subordinated Creditor understands that there may be various agreements between the Senior Creditors and
Borrower or the other Obligors evidencing and governing the Senior Debt, and Subordinated Creditor acknowledges and agrees that such agreements
are not intended to confer any benefits on Subordinated Creditor and that the Senior Creditors shall have no obligation to Subordinated
Creditor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to it under such
agreements.


 


[Signature pages follow]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


SUBORDINATED CREDITOR:


 


VBC GROWTH SPV LLC


 


	By: Chicago Pacific Founders GP, L.P., its Manager
	By: Chicago Pacific Founders UGP, LLC, its General Partner
	 	 
	By	/s/ Lawrence B. Leisure	 
	 	Name: Lawrence B. Leisure	 
	 	Title: Manager	 





 


Address for Notices:


Chicago Pacific Founders Fund, L.P.


980 N. Michigan Ave., Suite 1998


Chicago, IL 60611


Attn:           Greg Kazarian


Tel:             312-213-2141


Email:         gkazarian@cpfounders.com


 


and to:


 


Locke Lord LLP


111 South Wacker


Chicago, IL 60606


Attn:           Michael R. Wilson


Tel.:            312-201-2522


Fax:           855-595-1187


Email:  michael.wilson@lockelord.com


 






     


     


    

 


	 	SENIOR AGENT (on behalf of the SENIOR
    CREDITORS):
	 	 
	 	CRG SERVICING LLC
	 	 
	 	By	/s/ Nathan Hukill
	 	 	Name: Nathan Hukill
	 	 	Title: Authorized Signatory
	 	 
	 	Address for Notices:




 


	 	1000 Main Street, Suite 2500
	 	Houston, TX 77002
	 	Attn:         Portfolio Reporting
	 	Tel.:          713.209.7350
	 	Fax:          713.209.7351
	 	Email:       notices@crglp.com




 






     


     


    

 


	 	P3 HEALTH GROUP, LLC
	 	 
	 	By: 	/s/
    Erin Darakjian
	 	Name: Erin Darakjian
	 	Title: Chief Accounting Officer
	 	 
	 	Address for Notices:
	 	2370 Corporate Circle
	 	Suite 300
	 	Henderson, NV 89074
	 	Attn:     Erin Darakjian, Chief Accounting Officer
	 	Tel.:      (702) 780-2543
	 	Email:   edarakjian@p3hp.org
	 	 
	 	With a copy (which shall not constitute
notice) to:
	 	 
	 	Latham & Watkins LLP
	 	1271 Avenue of the Americas 
	 	New York, NY 10020 
	 	Attn:     Scott Ollivierre
	 	Tel.:       +1.212.906.1397
	 	Email:   Scott.Ollivierre@lw.com