Exhibit 10.6


 


	
     

    TAX RECEIVABLE
    AGREEMENT 

     

    by and among
    

     

    P3 HEALTH PARTNERS
    INC.

     

    P3 HEALTH GROUP,
    LLC

     

    and

     

    THE MEMBERS OF
    P3 HEALTH GROUP, LLC

    FROM TIME TO TIME PARTY HERETO

     

    Dated as of December
    3, 2021

     



 









     


     


    

 


TABLE OF CONTENTS


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	Definitions
	 	 	 
	SECTION 1.1.	Definitions	2
	SECTION 1.2.	Rules of Construction	11
	 	 	 
	ARTICLE II
	 	 	 
	Determination of Realized Tax Benefit
	 	 	 
	SECTION 2.1.	Basis Adjustments; P3 LLC 754 Election	12
	SECTION 2.2.	Basis Schedules	12
	SECTION 2.3.	Tax Benefit Schedules	12
	SECTION 2.4.	Procedures; Amendments	13
	 	 	 
	ARTICLE III
	 	 	 
	Tax Benefit Payments
	 	 	 
	SECTION 3.1.	Timing and Amount of Tax Benefit Payments	14
	SECTION 3.2.	No Duplicative Payments	16
	SECTION 3.3.	Pro-Ration of Payments as Between the Members	16
	SECTION 3.4.	Overpayments	17
	 	 	 
	ARTICLE IV
	 	 	 
	Termination
	 	 	 
	SECTION 4.1.	Early Termination of Agreement; Acceleration Events	17
	SECTION 4.2.	Early Termination Notice	18
	SECTION 4.3.	Payment upon Early Termination	19
	 	 	 
	ARTICLE V
	 	 	 
	Subordination and Late Payments
	 	 	 
	SECTION 5.1.	Subordination	19
	SECTION 5.2.	Late Payments by the Corporation	19



 






    i


     


    

 


	ARTICLE VI
	 	 	 
	Tax Matters; Consistency; Cooperation
	 	 	 
	SECTION 6.1.	Participation in the Corporation’s and P3 LLC’s Tax Matters	20
	SECTION 6.2.	Consistency	20
	SECTION 6.3.	Cooperation	21
	 	 	 
	ARTICLE VII
	 	 	 
	MISCELLANEOUS
	 	 	 
	SECTION 7.1.	Notices	21
	SECTION 7.2.	Counterparts	22
	SECTION 7.3.	Entire Agreement; No Third-Party Beneficiaries	22
	SECTION 7.4.	Severability	22
	SECTION 7.5.	Assignments; Amendments; Successors; No Waiver	22
	SECTION 7.6.	Titles and Subtitles	23
	SECTION 7.7.	Resolution of Disputes; Governing Law	23
	SECTION 7.8.	Reconciliation Procedures	24
	SECTION 7.9.	Withholding	25
	SECTION 7.10.	Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets	25
	SECTION 7.11.	Confidentiality	26
	SECTION 7.12.	Change in Law	28
	SECTION 7.13.	Interest Rate Limitation	28
	SECTION 7.14.	Independent Nature of Rights and Obligations	29



 


	Exhibits	 	 
	 	 	 
	Exhibit
    A	-	Form
    of Joinder Agreement




 






    ii


     


    

 





TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (this “Agreement”),
dated as of [December 3, 2021], is hereby entered into by and among P3 Health Partners Inc., a Delaware corporation (the “Corporation”),
P3 Health Group, LLC, a Delaware limited liability company (“P3 LLC”), and each of the Members (as defined herein)
from time to time party hereto.


 


RECITALS


 


WHEREAS, P3 LLC is treated as a partnership for U.S.
Federal income tax purposes;


 


WHEREAS, each of the members of P3 LLC as of the
date hereof (such members (other than the Corporation), together with each other Person who becomes party hereto by satisfying the Joinder
Requirement, the “Members”) own member’s interests in P3 LLC in the form of Units (as defined herein);


 


WHEREAS, the Corporation is the sole managing member
of P3 LLC;


 


WHEREAS, on May 25, 2021, the Corporation (f/k/a
Foresight Acquisition Corp.) entered into (i) that certain Agreement and Plan of Merger (as amended, modified or supplemented from time
to time in accordance with the terms thereof, the “Merger Agreement”) with FAC Merger Sub LLC and P3 Health Group Holdings,
LLC, and (ii) that certain Transaction and Combination Agreement (as amended, modified or supplemented from time to time in accordance
with the terms thereof, the “Blocker Agreement”) with the blocker entities, blocker sellers and other parties party
thereto;


 


WHEREAS, pursuant to the Merger Agreement and the
Blocker Agreement (and as described further therein), at the Effective Time (as defined herein) the Corporation acquired (i) existing
Units from the Members and (ii) newly issued Units from P3 LLC (collectively, the “Unit Purchase”);


 


WHEREAS, the Operating Agreement (as defined herein)
provides each Member a redemption right pursuant to which each Member may cause P3 LLC to redeem all or a portion of its Units from time
to time for shares of Class A Common Stock (as defined herein) or, at the Corporation’s option, cash (a “Redemption”),
subject to the Corporation’s right, in its sole discretion, to elect to effect a direct exchange of cash or shares of Class A Common
Stock for such Units between the Corporation and the applicable Member in lieu of such a Redemption (a “Direct Exchange”);


 


WHEREAS, P3 LLC and each of its Subsidiaries (as
defined herein) that is treated as a partnership for U.S. Federal income tax purposes will have in effect an election under Section 754
of the Code (as defined herein) for the Taxable Year (as defined herein) in which any Exchange (as defined herein) occurs, which election
will cause any such Exchange to result in an adjustment to the Corporation’s proportionate share of the tax basis of the assets
owned by P3 LLC or certain of its Subsidiaries; and


 






     


     


    

 





WHEREAS, the parties to this Agreement desire to
provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation as the result
of Exchanges and the making of payments under this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing
and the respective covenants and agreements set forth herein, the parties hereto agree as follows:


 


ARTICLE
I


 


Definitions


 


SECTION 1.1.        
Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings
(such meanings to be equally applicable to (i) the singular and plural, (ii) the active and passive and (iii) for defined terms that are
nouns, the verified forms of the terms defined).


 


“Actual Tax Liability” means,
with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation filed
for such Taxable Year or (b) if applicable, determined in accordance with a Determination; provided, that for purposes of determining
Actual Tax Liability, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining liabilities for all U.S.
state and local Covered Taxes (including, for the avoidance of doubt, the federal benefit of state and local Covered Taxes).


 


“Advisory Firm” means an accounting
firm that is nationally recognized as being expert in Covered Tax matters, selected by the Corporation.


 


“Affiliate” means, with respect
to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such first Person.


 


“Agreed Rate” means a per annum
rate of LIBOR plus 100 basis points.


 


“Agreement” is defined in the
preamble.


 


“Amended Schedule” is defined
in Section 2.4(a).


 


“Amount Realized” means, with
respect to any Exchange at any time, the sum of (i) the Market Value of the shares of Class A Common Stock or the amount of cash (as applicable)
transferred to a Member pursuant to such Exchange, (ii) the amount of payments made pursuant to this Agreement with respect to such Exchange
(but excluding any portions thereof attributable to Imputed Interest) and (iii) the amount of liabilities allocated to the Units acquired
pursuant to the Exchange under Section 752 of the Code.


 


“Assumed State and Local Tax
Rate” means 4% as may be adjusted from time to time by the Corporation in its reasonable discretion if such adjustment is
necessary to take into account any change in applicable Law or any material change in (i) the apportionment factor on the Tax
Returns of the Corporation in the applicable U.S. state or local jurisdiction or (ii) the U.S. state and local jurisdictions in
which the Corporation is liable for Covered Taxes, in each case, from Taxable Year to Taxable Year.


 






    2


     


    

 


“Attributable” is defined in Section 3.1(b)(i).


 


“Audit Committee” means the audit
committee of the Board.


 


“Basis Adjustment” means the increase
or decrease to, or the Corporation’s proportionate share of, the tax basis of the Reference Assets under Section 732, 734(b), 743(b),
754, 755 or 1012 of the Code, in each case, or any similar provisions of U.S. state or local tax Law, as a result of any Exchange or any
payment made under this Agreement. For purposes of determining the Corporation’s proportionate share of the tax basis of the Reference
Assets with respect to the Units transferred in an Exchange under Treasury Regulations Section 1.743-1(b) (or any similar provisions of
U.S. state or local tax Law), the consideration paid by the Corporation for such Units shall be the Amount Realized. For the avoidance
of doubt, a Basis Adjustment shall be made with respect to any deferred revenue, deferred subscription income or any other similar types
of advance payments (as such term is defined in IRS Revenue Procedure 2004-34, 2004-22 I.R.B. 991) and recovered at the time the applicable
advance payment is included in income by P3 LLC. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment
resulting from an Exchange of one or more Units is to be determined as if any Pre-Exchange Transfer of such Units had not occurred, and,
further, payments under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated
as Imputed Interest.


 


“Basis Schedule” is defined in
Section 2.2.


 


“P3 LLC” is defined in the preamble
to this Agreement.


 


“P3 LLC Group” means P3 LLC and
each of its direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for applicable tax purposes (but excluding
any such Subsidiary that is directly or indirectly held by any entity treated as a corporation for applicable tax purposes (other than
the Corporation)).


 


“Beneficial Owner” means, with
respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security or (ii) investment
power, which includes the power to dispose of, or to direct the disposition of, such security.


 


“Board” means the board of directors
of the Corporation.


 


“Business Day” means any day other
than a Saturday or a Sunday or a day on which banks located in New York City, New York generally are authorized or required by Law to
close.


 






    3


     


    

 


“Change of Control” means the
occurrence of any of the following events:


 





(i)       any
 “person” or “group” (within the meaning of Sections 13(d) of the Exchange Act) (excluding (1) any employee benefit
plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan, and any Permitted Transferees (as defined in the Amended and Restated Limited Liability Company Agreement of P3 LLC
dated as of the date hereof), (2) any “person” or “group” who, as of the Effective Time, is the Beneficial Owner
of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s then outstanding voting
securities, and (3) any “group” formed after the Effective Time that includes members who collectively, as of the Effective
Time, are the Beneficial Owners of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s
then outstanding voting securities) becomes the Beneficial Owner of securities of the Corporation representing more than 50% of the combined
voting power of the Corporation’s then outstanding voting securities;


 


(ii)       (A)
the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or (B) there is consummated
an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporation of all or substantially
all of the Corporation’s assets, other than such sale or other disposition by the Corporation of all or substantially all of the
Corporation’s assets to an entity at least 50% of the combined voting power of the voting securities of which are owned by shareholders
of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or other
disposition; or


 


(iii)       there
is consummated a merger or consolidation of the Corporation with any other corporation or other entity, and, immediately after the consummation
of such merger or consolidation, either (A) the Board immediately prior to the merger or consolidation does not constitute at least a
majority of the board of directors of the company surviving the merger or consolidation or, if the surviving company is a Subsidiary,
the ultimate parent thereof, or (B) the voting securities of the Corporation outstanding immediately prior to such merger or consolidation
do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then outstanding
voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate
parent thereof.


 


Notwithstanding the foregoing, a “Change of
Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions
immediately following which the record holders of the Class A Common Stock and Class B Common Stock of the Corporation immediately prior
to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over,
and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately
following such transaction or series of transactions.


 






    4


     


    

 





“Class A Common Stock” means the
Class A common stock, par value $0.00001 per share, of the Corporation.


 


“Class B Common Stock” means the
Class B common stock, par value $0.00001 per share, of the Corporation.


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific section of the Code shall
be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.


 


“Merger Agreement” is defined
in the recitals to this Agreement.


 


“Control” means the direct or
indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Corporation” is defined in the
preamble to this Agreement.


 


“Covered Taxes” means any U.S.
Federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits and
any interest imposed in respect thereof under applicable Law.


 


“Cumulative Net Realized Tax Benefit”
is defined in Section 3.1(b)(iii).


 


“Default Rate” means a per annum
rate of LIBOR plus 500 basis points.


 


“Default Rate Interest” is defined
in Section 5.2.


 


“Determination” shall have the
meaning ascribed to such term in Section 1313(a) of the Code or any similar provisions of U.S. state or local tax Law, as applicable,
or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability
for tax.


 


“Direct Exchange” is defined in
the recitals to this Agreement.


 


“Early Termination Effective Date”
means (i) with respect to an early termination pursuant to Section 4.1(a), the date an Early Termination Notice is delivered,
(ii) with respect to an early termination pursuant to Section 4.1(b), the date of the applicable Change of Control and (iii)
with respect to an early termination pursuant to Section 4.1(c), the date of the applicable Material Breach.


 


“Early Termination Notice” is
defined in Section 4.2(a).


 


“Early Termination Payment” is
defined in Section 4.3(b).


 


“Early Termination Reference Date”
is defined in Section 4.2(b).


 


“Early Termination Schedule” is
defined in Section 4.2(b).


 






    5


     


    

 





“Effective Time” means the time
of the “Closing” as defined in the Merger Agreement.


 


“Exchange” means any (i) Direct
Exchange or any other acquisition by the Corporation of Units, for cash or otherwise, (ii) Redemption, (iii) transactions pursuant
to the Merger Agreement that result in a Basis Adjustment or (iv) distribution (including a deemed distribution) by P3 LLC to a Member
that results in a Basis Adjustment.


 


“Exchange Act” means the Securities
and Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.


 


“Exchange Date” means the date
of any Exchange.


 


“Expert” is defined in Section 7.8(a).


 


“Final Payment Date” means any
date on which a Payment is required to be made pursuant to this Agreement. The Final Payment Date in respect of (i) a Tax Benefit Payment
is determined pursuant to Section 3.1(a) and (ii) an Early Termination Payment is determined pursuant to Section 4.3(a).


 


“Hypothetical Tax Liability” means,
with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect of Covered Taxes, using the
same methods, elections, conventions and similar practices used in computing the Actual Tax Liability but (i) calculating depreciation,
amortization or other similar deductions, or otherwise calculating any items of income, gain or loss, using the Corporation’s proportionate
share of the Non-Adjusted Tax Basis as reflected on the Basis Schedule, including amendments thereto, for such Taxable Year and (ii) excluding
any deduction attributable to Imputed Interest for such Taxable Year; provided, that for purposes of determining the Hypothetical
Tax Liability, the combined tax rate for U.S. state and local Covered Taxes (but not, for the avoidance of doubt, federal Covered Taxes)
shall be the Assumed State and Local Tax Rate. For the avoidance of doubt, the Hypothetical Tax Liability shall be determined without
taking into account the carryover or carryback of any tax item (or portions thereof) that is attributable to any of the items described
in clauses (i) or (ii) of the previous sentence.


 


“Imputed Interest” means any interest
imputed under Section 483, 1272 or 1274 or any other provision of the Code or any similar provisions of U.S. state or local tax Law with
respect to the Corporation’s payment obligations under this Agreement.


 


“Independent Directors” means
the members of the Board who are “independent” under applicable Laws and the standards of the principal U.S. securities exchange
on which the Class A Common Stock is traded or quoted.


 


“Interest Amount” is defined in
Section 3.1(b)(vi).


 


“IRS” means the U.S. Internal
Revenue Service.


 









    6


     


    

 


“Joinder” means a joinder to this
Agreement, in form and substance substantially similar to Exhibit A to this Agreement.


 


“Joinder Requirement” is defined
in Section 7.5(a).


 


“Law” means all laws, statutes,
ordinances, rules and regulations of the U.S., any foreign country and each state, commonwealth, city, county, municipality, regulatory
or self-regulatory body, agency or other political subdivision thereof.


 


“LIBOR” means, during any period,
the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar
deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected
by the Corporation as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by
leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time,
two (2) Business Days prior to the first day of such period as the London interbank offered rate for U.S. dollars having a borrowing date
and a maturity comparable to such period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any
substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by the Corporation at such time, which determination
shall be conclusive absent manifest error); provided, that at no time shall LIBOR be less than 0%. If the Corporation has made
the determination (such determination to be conclusive absent manifest error) that (i) LIBOR is no longer a widely recognized benchmark
rate for newly originated loans in the U.S. loan market in U.S. dollars or (ii) the applicable supervisor or administrator (if any) of
LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates
for loans in the U.S. loan market in U.S. dollars, then the Corporation shall (as determined by the Corporation to be consistent with
market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement
Rate shall, subject to the next two sentences, replace LIBOR for all purposes under this Agreement. Notwithstanding anything to the contrary,
in connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely with the consent
of the Corporation and P3 LLC, as may be necessary or appropriate, in the reasonable judgment of the Corporation, to effect the provisions
of this section. The Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the
extent such market practice is not administratively feasible for the Corporation, such Replacement Rate shall be applied as otherwise
reasonably determined by the Corporation.


 


“Market Value” means the Common
Unit Redemption Price, as defined in the Operating Agreement.


 


“Material Breach” means the (i)
material breach by the Corporation of a material obligation under this Agreement or (ii) the rejection of this Agreement by operation
of law in a case commenced in bankruptcy or otherwise.


 






    7


     


    

 


“Member Approval” means
written approval by Members whose rights under this Agreement are attributable to at least 50% of the Units outstanding (excluding
any Units held by the Corporation) immediately after the Unit Purchase (as appropriately adjusted for any subsequent changes to the
number of outstanding Units). For purposes of this definition, a Member’s rights under this Agreement shall be attributed to
Units as of the time of a determination of Member Approval. For the avoidance of doubt, (i) an Exchanged Unit shall be attributed
only to the Member entitled to receive Tax Benefit Payments with respect to such Exchanged Unit (i.e., the Member who
Exchanged the Unit or the assignee of such Member’s rights to the Tax Benefit Payments hereunder) and (ii) an outstanding Unit
that has not been Exchanged shall be attributed only to the Member (or, if applicable, the assignee of its rights to the Tax Benefit
Payments hereunder) entitled to receive Tax Benefit Payments upon the Exchange of such Unit.


 


“Members” is defined in the recitals
to this Agreement.


 


“Net Tax Benefit” is defined in
Section 3.1(b)(ii).


 


“Non-Adjusted Tax Basis” means,
with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments had
been made.


 


“Objection Notice” is defined
in Section 2.4(a)(ii).


 


“Operating Agreement” means that
certain Amended and Restated Limited Liability Company Agreement of P3 LLC, dated as of the date hereof, as such agreement may be further
amended, restated, supplemented or otherwise modified from time to time.


 


“Parties” means the parties named
on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement, in each case with their respective
successors and assigns.


 


“Payment” means any Tax Benefit
Payment or Early Termination Payment and in each case, unless otherwise specified, refers to the entire amount of such Payment or any
portion thereof.


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental
entity or other entity.


 


“Pre-Exchange Transfer” means
any transfer of one or more Units (i) that occurs after the Effective Time but prior to an Exchange of such Units and (ii) to which Section
743(b) of the Code applies.


 


“Realized Tax Benefit” is defined
in Section 3.1(b)(iv).


 


“Realized Tax Detriment” is defined
in Section 3.1(b)(v).


 


“Reconciliation Dispute” is defined
in Section 7.8(a).


 


“Reconciliation Procedures” is
defined in Section 7.8(a).


 






    8 


     


    

 


“Redemption” is defined in the
recitals to this Agreement.


 


“Reference Asset” means any asset
of any member of the P3 LLC Group at the time of an Exchange. A Reference Asset also includes any asset the tax basis of which is determined,
in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including any “substituted
basis property” within the meaning of Section 7701(a)(42) of the Code with respect to a Reference Asset.


 


“Schedule” means any of the following:
(i) a Basis Schedule, (ii) a Tax Benefit Schedule, and (iii) an Early Termination Schedule and, in each case, any amendments thereto.


 


“Senior Obligations” is defined
in Section 5.1.


 


“Subsidiary” means, with respect
to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly or indirectly, or otherwise
controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is the sole general partner interest,
or managing member or similar interest, of such other Person.


 


“Tax Benefit Payment” is defined
in Section 3.1(b).


 


“Tax Benefit Schedule” is defined
in Section 2.3(a).


 


“Tax Return” means any return,
declaration, report or similar statement filed or required to be filed with respect to taxes (including any schedules or other attachments
thereto), including any information return, claim for refund, amended return and declaration of estimated tax.


 


“Taxable Year” means a taxable
year of the Corporation as defined in Section 441(b) of the Code or any similar provisions of U.S. state or local tax Law, as applicable
(and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is filed), ending on or
after the date of the Effective Time.


 


“Taxing Authority” means any national,
federal, state, county, municipal or local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental
body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.


 


“Treasury Regulations” means the
final, temporary and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including
corresponding provisions and succeeding provisions) and as in effect for the relevant taxable period.


 


“U.S.” means the United States
of America.


 


“Unit Purchase” is defined in
the recitals to this Agreement.


 


“Units” means Common Units, as
defined in the Operating Agreement.


 






    9 


     


    

 


“Valuation Assumptions” means,
as of an Early Termination Effective Date, the assumptions that:


 


(i)       the
U.S. Federal income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by
the Code and other applicable Law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates
for such Taxable Year have already been enacted into Law and the taxable income of the Corporation will be subject to such maximum applicable
tax rates for each Covered Tax; provided that, the combined U.S. state and local income tax rates shall be the Assumed State and Local
Tax Rate applicable to the Taxable Year that includes the Early Termination Effective Date;


 


(ii)       subject
to clause (iii) below, in each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable
income sufficient to fully use the deductions and/or losses (including, as applicable and for the avoidance of doubt, any deductions taken
as a result of applying the Valuation Assumptions) arising from any Basis Adjustment or Imputed Interest in respect of the applicable
Member during such Taxable Year or future Taxable Years (including, as applicable and for the avoidance of doubt, Basis Adjustments and
Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in
which such deductions would become available;


 


(iii)       any
loss carryovers or carrybacks (without duplication) generated by any Basis Adjustment or Imputed Interest (including any such Basis Adjustment
or Imputed Interest generated as a result of payments made or deemed to be made under this Agreement) and available (taking into account
any known and applicable limitations) as of the Early Termination Effective Date will be used by the Corporation ratably from such Early
Termination Effective Date through (A) the scheduled expiration date of such loss carryovers (if any) or (B) if there is no such scheduled
expiration, then the Taxable Year that includes the tenth (10th) anniversary of the Early Termination Effective Date (by way of example,
if on the Early Termination Effective Date the Corporation had $100 of net operating losses that is scheduled to expire in 10 years, $10
of such net operating losses would be used in each of the 10 consecutive Taxable Years beginning in the Taxable Year that includes such
Early Termination Effective Date);


 


(iv)       any
non-amortizable assets will be disposed of on the fifteenth (15th) anniversary of the later of (i) the applicable Exchange giving rise
to a Basis Adjustment with respect to such assets and (ii) the Early Termination Effective Date;


 


(v)       if,
on the Early Termination Effective Date, any Member has Units that have not been Exchanged, then such Units shall be deemed to be Exchanged
for the Market Value of the shares of Class A Common Stock or the amount of cash that would be received by such Member, whichever is lower,
had such Units actually been Exchanged on the Early Termination Effective Date; and


 


(vi)       any
future payment obligations pursuant to this Agreement that are used to calculate the Early Termination Payment will be satisfied on the
date that any Tax Return to which any such payment obligation relates is required to be filed excluding any extensions.


 






    10 


     


    

 


“Voluntary Early Termination”
is defined in Section 4.2(a).


 


SECTION 1.2.        
Rules of Construction. Unless otherwise specified herein:


 


(a)              
For purposes of interpretation of this Agreement:


 


(i)                
The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.


 


(ii)             
Unless specified otherwise, references to an Article, Section or clause refer to the appropriate Article, Section or clause in
this Agreement.


 


(iii)           
References to dollars or “$” refer to the lawful currency of the U.S.


 


(iv)            
The terms “include” or “including” are by way of example and not limitation and shall be deemed followed
by the words “without limitation”.


 


(v)              
The term “or”, when used in a list of two or more items, means “and/or” and may indicate any combination
of the items.


 


(vi)            
The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(b)              
In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”, the words “to” and “until” each mean “to but excluding” and the word “through”
means “to and including.”


 


(c)              
Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(d)              
Unless otherwise expressly provided herein, (i) references to organizational documents (including the Operating Agreement), agreements
(including this Agreement) and other contractual instruments means such organization documents, agreements and other contractual instruments
as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof, and (ii) references
to any Law (including the Code and the Treasury Regulations) include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.


 






    11 


     


    

 


ARTICLE
II


 


Determination of Realized
Tax Benefit


 


SECTION 2.1.        
Basis Adjustments; P3 LLC 754 Election.


 


(a)              
Basis Adjustments. The Parties acknowledge and agree that (i) each Redemption shall be treated as a direct purchase of Units
by the Corporation from the applicable Member pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable U.S.
state or local tax Law) (i.e., equivalent to a Direct Exchange) and (ii) each Exchange will give rise to Basis Adjustments.


 


(b)              
P3 LLC Section 754 Election. In its capacity as the Manager (as defined in the Operating Agreement), the Corporation shall
cause P3 LLC and each of its Subsidiaries that is treated as a partnership for U.S. Federal income tax purposes to have in effect an election
under Section 754 of the Code (or any similar provisions of applicable U.S. state or local tax Law) for each Taxable Year in which an
Exchange occurs and with respect to which the Corporation has obligations under this Agreement, including for the Taxable Year that includes
the date hereof. The Corporation shall take commercially reasonable efforts to cause each Person in which P3 LLC owns a direct or indirect
equity interest (other than a Subsidiary) that is so treated as a partnership to have in effect any such election for each Taxable Year.


 


SECTION 2.2.        
Basis Schedules. Within 90 calendar days after the filing of the U.S. Federal income Tax Return of the Corporation for each
relevant Taxable Year, the Corporation shall deliver to the Members a schedule showing, in reasonable detail necessary to perform the
calculations required by this Agreement, (a) the Non-Adjusted Tax Basis of the Reference Assets as of each applicable Exchange Date, (b)
the Basis Adjustments to the Reference Assets for such Taxable Year, calculated (i) in the aggregate and (ii) solely with respect to each
applicable Member, (c) the periods over which the Reference Assets are amortizable or depreciable and (d) the period over which each Basis
Adjustment is amortizable or depreciable (such schedule, a “Basis Schedule”). A Basis Schedule will become final and
binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to
the procedures set forth in Section 2.4(a).


 


SECTION 2.3.        
Tax Benefit Schedules.


 


(a)              
Tax Benefit Schedule. Within 90 calendar days after the filing of the U.S. Federal income Tax Return of the Corporation
for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members
a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year
(a “Tax Benefit Schedule”). For the avoidance of doubt, any Tax Benefit Schedule shall include the applied Assumed
State and Local Tax Rate and describe any basis for any change in the Assumed State and Local Tax Rate from the rate specified herein.
A Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a)
and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a).


 






    12 


     


    

 


(b)              
 Applicable Principles. Subject to the provisions hereunder, the Realized Tax Benefit or Realized Tax Detriment for each
Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable
to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a).
Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to
the rules of the Code and the Treasury Regulations, and the appropriate provisions of U.S. state and local tax Law, governing the use,
limitation or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion
that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable
to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance
with the “with and without” methodology so that the amount of any Non-TRA Portion is deemed utilized first, followed by the
amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))
and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without”
calculation made in the prior Taxable Year. The Parties agree that, to the extent permitted by applicable Law and except with respect
to the portion of any payment attributable to Imputed Interest, all Tax Benefit Payments and payments of Default Rate Interest are intended
to be treated and shall be reported for all purposes as subsequent upward purchase price adjustments with respect to the relevant Units
purchased by the Corporation from the applicable Members that give rise to further Basis Adjustments for the Corporation beginning in
the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into the calculations contemplated
hereunder for such Taxable Year and into future Taxable Years, as appropriate.


 


SECTION 2.4.        
Procedures; Amendments.


 


(a)               Procedures.
Each time the Corporation delivers a Schedule to the Members under this Agreement, the Corporation shall, with respect to such
Schedule, also (i) deliver to the Members supporting schedules and work papers, as determined by the Corporation or as
reasonably requested by any Member, that provide a reasonable level of detail regarding relevant data and calculations that were
relevant for purposes of preparing the Schedule and (ii) allow the Members and their advisors to have reasonable access to the
appropriate representatives, as determined by the Corporation or as reasonably requested by the Members, at the Corporation or at
the Advisory Firm in connection with a review of relevant information. Without limiting the generality of the preceding sentence,
the Corporation shall ensure that any Tax Benefit Schedule that is delivered to the Members, along with any supporting schedules and
work papers, provides a reasonably detailed presentation of the calculations of the Actual Tax Liability for the relevant Taxable
Year and the Hypothetical Tax Liability for such Taxable Year, and identifies any material assumptions or operating procedures or
principles that were used for purposes of such calculations. A Schedule will become final and binding on the Parties
30 calendar days from the date on which the Members first received the applicable Schedule unless a Member, within such period,
provides the Corporation with written notice of a material objection (made in good faith) to such Schedule and sets forth in
reasonable detail such Member’s material objection (an “Objection Notice”) or each Member provides a
written waiver to the Corporation of its right to give an Objective Notice within such period, in which case such Schedule becomes
final and binding on the date the Corporation has received waivers from every Member. If the Parties, for any reason, are unable to
resolve the issues raised in such Objection Notice within 30 calendar days after receipt by the Corporation of the Objection Notice,
the Corporation and the Member shall employ the Reconciliation Procedures described in Section 7.8 and the finalization
of the Schedule will be conducted in accordance therewith.


 






    13 


     


    

 


(b)              
Amended Schedule. A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended
from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in such
Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the
date such Schedule was originally provided to the Members, (iii) to comply with an Expert’s determination under the Reconciliation
Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryover
or carryback of a loss or other tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment
for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Member’s
Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule in its amended form, an “Amended
Schedule”). The Corporation shall provide any Amended Schedule to the applicable Members when the Corporation delivers the next
Basis Schedule after the occurrence of an event described in clauses (i) through (vi) (or, in the sole discretion of the Corporation,
at an earlier date), and the delivery and finalization of any such Amended Schedule shall, for the avoidance of doubt, be subject to the
procedures described in Section 2.4(a). In the event a Schedule is amended after such Schedule becomes final pursuant to Section
2.4(a) or, if applicable, Section 7.8, the Amended Schedule shall be taken into account in calculating the Cumulative Net Realized
Tax Benefit for the Taxable Year in which the amendment actually occurs; provided, that with respect to any Amended Schedule relating
to an event described in clauses (ii), (iii) and (v), such calculation shall compute the Interest Amount in accordance with Section 3.1(b)(vi),
and with respect to all Amended Schedules, the Final Payment Date for purposes of computing the Interest Amount and any Default Rate Interest
shall be 5 Business Days following the date on which such Amended Schedule becomes final in accordance with Section 2.4(a).


 


ARTICLE
III


 


Tax Benefit Payments


 


SECTION 3.1.        
Timing and Amount of Tax Benefit Payments.


 


(a)               Timing
of Payments. Subject to Sections 3.2 and 3.3, by the date that is 5 Business Days following the date on
which each Tax Benefit Schedule becomes final in accordance with Section 2.4(a) (such date, the “Final Payment
Date” in respect of any Tax Benefit Payment), the Corporation shall pay in full to each relevant Member the Tax Benefit
Payment as determined pursuant to Section 3.1(b) for the applicable Taxable Year. Each such Tax Benefit Payment shall be
made by wire transfer or other electronic payment method of immediately available funds to a bank account or accounts designated by
such Member. Without limiting the Corporation’s ability to make offsets against Tax Benefit Payments to the extent permitted
under Section 3.4 or Section 7.8, no Member shall be required under any circumstances to return any Payment or any Default
Rate Interest paid by the Corporation to such Member.


 






    14 


     


    

 


(b)              
Amount of Payments. For purposes of this Agreement, a “Tax Benefit Payment” with respect to any Member
means an amount equal to the sum of the Net Tax Benefit that is Attributable to such Member and the Interest Amount. No Tax Benefit Payment
shall be calculated or made in respect of any estimated tax payments, including any estimated U.S. Federal income tax payments.


 


(i)                
Attributable. A Net Tax Benefit is “Attributable” to a Member to the extent that it is derived from any
Basis Adjustment or Imputed Interest arising as a result of an Exchange undertaken by or with respect to such Member.


 


(ii)             
Net Tax Benefit. The “Net Tax Benefit” with respect to a Member for a Taxable Year equals the amount
of the excess, if any, of (A) 85% of the Cumulative Net Realized Tax Benefit Attributable to such Member as of the end of such Taxable
Year over (B) the aggregate amount of all Tax Benefit Payments previously made to such Member under this Section 3.1 (excluding
payments attributable to Interest Amounts).


 


(iii)           
Cumulative Net Realized Tax Benefit. The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals
the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of
the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable
Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.


 


(iv)            
Realized Tax Benefit. The “Realized Tax Benefit” for a Taxable Year equals the excess, if any, of the
Hypothetical Tax Liability over the Actual Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such
Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability and the corresponding
Hypothetical Tax Liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.


 


(v)              
Realized Tax Detriment. The “Realized Tax Detriment” for a Taxable Year equals the excess, if any, of
the Actual Tax Liability over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for
such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability and the
corresponding Hypothetical Tax Liability shall not be included in determining the Realized Tax Detriment unless and until there has been
a Determination.


 






    15 


     


    

 


(vi)            
 Interest Amount. The “Interest Amount” in respect of a Member equals interest on the unpaid amount of
the Net Tax Benefit with respect to such Member for a Taxable Year, calculated at the Agreed Rate from the due date (without extensions)
for filing the U.S. Federal income Tax Return of the Corporation for such Taxable Year until the earlier of (A) the date on which no remaining
Tax Benefit Payment to the Member is due in respect of such Net Tax Benefit and (B) the applicable Final Payment Date.


 


(vii)         
The Parties acknowledge and agree that, as of the date of this Agreement and as of the date of any future Exchange that may be
subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. Federal income or
other applicable tax purposes. Notwithstanding anything to the contrary in this Agreement, unless the applicable Member notifies the Corporation
otherwise, the stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) with respect to any transfer of
Units by a Member pursuant to an Exchange shall not exceed the sum of (A) the value of the Class A Common Stock or the amount of cash
delivered to the Member, in each case, in the Exchange plus (B) 150% of the Basis Adjustment relating to such Exchange, and the aggregate
Payments under this Agreement to such Member (other than amounts accounted for as interest under the Code) shall not exceed the amount
described in this clause (B).


 


SECTION 3.2.        
No Duplicative Payments. It is intended that the provisions hereunder will not result in the duplicative payment of any
amount (including interest) that may be required under this Agreement. The provisions hereunder shall be consistently interpreted and
applied in accordance with that intent.


 


SECTION 3.3.        
Pro-Ration of Payments as Between the Members.


 


(a)              
Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential
Covered Tax benefit of the Corporation as calculated with respect to the Basis Adjustments and Imputed Interest (in each case, without
regard to the Taxable Year of origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual
taxable income, then the available Covered Tax benefit for the Corporation shall be allocated among the Members in proportion to the respective
Tax Benefit Payment that would have been payable if the Corporation had sufficient taxable income. For example, if the Corporation had
$200 of aggregate potential Covered Tax benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year
(with $50 of such Covered Tax benefits attributable to Member A and $150 attributable to Member B), such that Member A would have been
entitled to a Tax Benefit Payment of $42.50 and Member B would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation
had sufficient actual taxable income, and if the Corporation instead had insufficient actual taxable income in such Taxable Year, such
that the Covered Tax benefit was limited to $100, then $25 of the aggregate $100 actual Covered Tax benefit for the Corporation for such
Taxable Year would be allocated to Member A and $75 would be allocated to Member B, such that Member A would receive a Tax Benefit Payment
of $21.25 and Member B would receive a Tax Benefit Payment of $63.75.


 






    16 


     


    

 


(b)              
 Late Payments. If for any reason the Corporation is not able to fully satisfy its payment obligations to make all Tax Benefit
Payments due in respect of a particular Taxable Year, then (i) Default Rate Interest will accrue pursuant to Section 5.2,
(ii) the Corporation shall pay the available amount of such Tax Benefit Payments (and any applicable Default Rate Interest) in respect
of such Taxable Year to each Member pro rata in line with Section 3.3(a) and (iii) no Tax Benefit Payment shall be made in
respect of any Taxable Year until all Tax Benefit Payments (and any applicable Default Rate Interest) to all Members in respect of all
prior Taxable Years have been made in full.


 


SECTION 3.4.        
Overpayments. Subject to the procedures described in Section 2.4(a), to the extent the Corporation makes a payment to a
Member in respect of a particular Taxable Year under Section 3.1(a) in an amount in excess of the amount of such payment that should
have been made to such Member in respect of such Taxable Year (taking into account Section 3.3) under the terms of this Agreement,
then such Member shall not receive further payments under Section 3.1(a) until such Member has foregone an amount of payments equal
to such excess; provided, that for the avoidance of the doubt, no Member shall be required to return any payment paid by the Corporation
to such Member.


 


ARTICLE
IV


 


Termination


 


SECTION 4.1.        
Early Termination of Agreement; Acceleration Events.


 


(a)              
Corporation’s Early Termination Right. With the written approval of a majority of the Independent Directors, the Corporation
may terminate this Agreement, as and to the extent provided herein, by paying in full each and every Member the Early Termination Payment
(along with any applicable Default Rate Interest) due to such Member.


 


(b)              
Acceleration upon Change of Control. In the event of a Change of Control, the Early Termination Payment (calculated as if
an Early Termination Notice had been delivered on the date of the Change of Control) shall become due and payable in accordance with Section 4.3
and the Agreement shall terminate, as and to the extent provided herein.


 






    17 


     


    

 


(c)               Acceleration
upon Breach of Agreement. In the event of a Material Breach, the Early Termination Payment (calculated as if an Early
Termination Notice had been delivered on the date of the Material Breach) shall become due and payable in accordance with Section 4.3
and the Agreement shall terminate, as and to the extent provided herein. Subject to the next sentence, the Corporation’s
failure to make a Payment (along with any applicable Default Rate Interest) within 90 calendar days of the applicable Final Payment
Date (except for all or a portion of such Payment that is being validly disputed in good faith under this Agreement, and then only
with respect to the amount in dispute) shall be deemed to constitute a Material Breach. To the extent that any Tax Benefit Payment
is not made by the date that is 90 calendar days after the relevant Final Payment Date because the Corporation (i) is prohibited
from making such payment under Section 5.1 or the terms of any agreement governing any Senior Obligations or (ii) does
not have, and despite using commercially reasonable efforts cannot obtain, sufficient funds to make such payment, such failure will
not constitute a Material Breach; provided that (A) such payment obligation nevertheless will accrue for the benefit of the
Members, (B) the Corporation shall promptly (and in any event, within 5 Business Days) pay the entirety of the unpaid amount (along
with any applicable Default Rate Interest) once the Corporation is not prohibited from making such payment under Section 5.1
or the terms of the agreements governing the Senior Obligations and the Corporation has sufficient funds to make such payment and
(C) the failure of the Corporation to take actions contemplated in clause (B) will constitute a Material Breach; provided
further that the interest provisions of Section 5.2 shall apply to such late payment, but, except with respect to a
failure of the Corporation to make the payment described in clause (B), the Default Rate shall be replaced by the Agreed Rate. It
shall be a Material Breach if the Corporation makes any distribution of cash or other property (other than shares of Class A Common
Stock) to its stockholders or uses cash or other property to repurchase any capital stock of the Corporation (including Class A
Common Stock), in each case, before (x) all Tax Benefit Payments (along with any applicable Default Rate Interest) that are due and
payable as of the date the Corporation enters into a binding commitment to make such distribution or repurchase have been paid or
(y) sufficient funds for the payment of all Tax Benefits Payments (along with any applicable Default Rate Interest) that are due and
payable on the date of the distribution or repurchase have been reserved therefor. The Corporation shall use commercially reasonable
efforts to obtain sufficient available funds for the purpose of making Tax Benefit Payments under this Agreement.


  


(d)              
In the case of a termination pursuant to any of the foregoing paragraphs (a), (b) or (c), upon the Corporation’s
payment in full of the Early Termination Payment (along with any applicable Default Rate Interest) to each Member, the Corporation shall
have no further payment obligations under this Agreement other than with respect to any Tax Benefit Payments (along with any applicable
Default Rate Interest) in respect of any Taxable Year ending prior to the Early Termination Effective Date, and such payment obligations
shall survive the termination of, and be calculated and paid in accordance with, this Agreement. If an Exchange subsequently occurs with
respect to Units for which the Corporation has paid the Early Termination Payment in full, the Corporation shall have no obligations under
this Agreement with respect to such Exchange.


 


SECTION 4.2.        
Early Termination Notice.


 


(a)              
If (i) the Corporation chooses to exercise its termination right under Section 4.1(a) (“Voluntary Early Termination”),
(ii) a Change of Control has or is reasonably expected to occur or (iii) a Material Breach occurs, the Corporation shall, in each case,
deliver to the Members a reasonably detailed notice of the Corporation’s decision to exercise such right or the occurrence of such
event, as applicable (an “Early Termination Notice”). In the case of an Early Termination Notice delivered with respect
to a Voluntary Early Termination, the Corporation may withdraw such Early Termination Notice and rescind its Voluntary Early Termination
at any time prior to the time at which any Early Termination Payment is paid.


 


(b)               The
Corporation shall deliver a schedule showing in reasonable detail the calculation of the Early Termination Payment (an
 “Early Termination Schedule”) (i) simultaneously with the delivery of an Early Termination Notice or (ii) in
the case of a termination pursuant to Section 4.1(b) or Section 4.1(c), as soon as reasonably practicable
following the occurrence of the Change of Control or Material Breach giving rise to such termination. The date on which such Early
Termination Schedule becomes final in accordance with Section 2.4(a) shall be the “Early Termination Reference
Date”.


 






    18 


     


    

 


SECTION 4.3.        
Payment upon Early Termination.


 


(a)              
Timing of Payment. By the date that is 5 Business Days after the Early Termination Reference Date (such date, the “Final
Payment Date” in respect of the Early Termination Payment), the Corporation shall pay in full to each Member an amount equal
to the Early Termination Payment Attributable to such Member. Such Early Termination Payment shall be made by the Corporation by wire
transfer or other electronic payment method of immediately available funds to a bank account or accounts designated by the applicable
Member.


 


(b)              
Amount of Payment. The “Early Termination Payment” payable to a Member pursuant to Section 4.3(a)
shall equal the present value, discounted at a per annum rate of 10% and determined as of the Early Termination Reference Date, of all
Tax Benefit Payments (other than any Tax Benefit Payments in respect of Taxable Years ending prior to the Early Termination Effective
Date) that would be required to be paid by the Corporation to such Member, beginning from the Early Termination Effective Date and using
the Valuation Assumptions. For the avoidance of doubt, an Early Termination Payment shall be made to each Member in accordance with this
Agreement, regardless of whether such Member has Exchanged all of its Units as of the Early Termination Effective Date.


 


ARTICLE
V


 


Subordination and Late Payments


 


SECTION 5.1.        
Subordination. Notwithstanding any other provision of this Agreement to the contrary, any payment required to be made by
the Corporation to the Members under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or
other amounts due and payable in respect of any obligations owed in respect of indebtedness for borrowed money of the Corporation (but
excluding, for the avoidance of doubt, any trade payables, intercompany debt or other similar obligations) (“Senior Obligations”)
and shall rank pari passu in right of payment with all current or future obligations of the Corporation that are not Senior Obligations.


 


SECTION 5.2.         Late
Payments by the Corporation. Subject to the second proviso in the third sentence of Section 4.1(c), the amount of any Payment
not made to any Member by the applicable Final Payment Date shall be payable together with “Default Rate
Interest”, calculated at the Default Rate and accruing on the amount of the unpaid Payment from the applicable Final
Payment Date until the date on which the Corporation makes such Payment to such Member; provided, further, that if any unpaid
portion of any Tax Benefit Payment is the subject of a Reconciliation Dispute and is finally determined in such Reconciliation
Dispute to be due and payable, then interest shall accrue on such unpaid portion at the Default Rate (in place of the Agreed Rate)
from the date that is thirty (30) days following the due date for the applicable Tax Benefit Schedule until the date of actual
payment.


 






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ARTICLE
VI


 


Tax Matters; Consistency; Cooperation


 


SECTION 6.1.        
Participation in the Corporation’s and P3 LLC’s Tax Matters. Except as otherwise provided herein or in Article
IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning
the Corporation or P3 LLC, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining
to taxes. Notwithstanding the foregoing, the Corporation shall notify the relevant Members of, and keep them reasonably informed with
respect to, the portion of any audit by any Taxing Authority of the Corporation, P3 LLC or any of P3 LLC’s Subsidiaries, the outcome
of which is reasonably expected to materially and adversely affect such Members’ rights and obligations under this Agreement, and
any such Member shall have the right to participate in and to monitor at its own expense (but not to control) any such portion of any
such audit; provided, that the Corporation shall not settle or fail to contest any issue pertaining to any Basis Adjustments or
the deduction of Imputed Interest, in each case, that is reasonably expected to materially and adversely affect any Member’s rights
or obligations under this Agreement without the prior written consent of such Member, such consent not to be unreasonably withheld, conditioned
or delayed; provided further, that neither the Corporation nor P3 LLC shall be required to take any action, or refrain from taking any
action, that is inconsistent with any provision of the Merger Agreement or the Operating Agreement. This Agreement shall be treated as
part of the Operating Agreement as described in Code Section 761(c), and Treasury Regulations Sections 1.704-1(b)(2)(ii)(h) and
1.761-1(c).‎


 


SECTION 6.2.        
Consistency. Except upon the written advice of the Advisory Firm and except for items that are explicitly described as “deemed”
or treated in a similar manner by the terms of this Agreement, all calculations and determinations made hereunder, including any Basis
Adjustments, the Schedules and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance
with the elections, methodologies and positions taken by the Corporation and P3 LLC on their respective Tax Returns. Each Member shall
prepare its Tax Returns in a manner consistent with the terms of this Agreement and any related calculations or determinations made hereunder,
including the terms of Section 2.1 and the Schedules provided to each such Member, except as otherwise required by Law or
a Determination. If the Corporation and any Member, for any reason, are unable to successfully resolve any disagreement with respect to
the foregoing within sixty (60) calendar days, the Corporation and such Member shall employ the Reconciliation Procedures under Section
7.8 or the Resolution of Dispute procedures under Section 7.7, as applicable, unless otherwise agreed by the Corporation and such Member.
In the event that an Advisory Firm is replaced with another Advisory Firm acceptable to the Audit Committee, the Parties shall cause such
replacement Advisory Firm to perform its services necessitated by this Agreement using procedures and methodologies consistent with those
of the previous Advisory Firm, unless otherwise required by applicable Law or a Determination or unless the Corporation and all of the
Members agree to the use of other procedures and methodologies.


 






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SECTION 6.3.        
Cooperation.


 


(a)              
Each Member shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation
may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing
any Tax Return of P3 LLC or any of its Subsidiaries or contesting or defending any related audit, examination or controversy with any
Taxing Authority, (ii) make itself available to the Corporation and its representatives to provide explanations of documents and
materials and such other information as the Corporation or its representatives may reasonably request in connection with any of the matters
described in clause (i) above and (iii) reasonably cooperate in connection with any such matter.


 


(b)              
The Corporation shall reimburse the Members for any reasonable and documented out-of-pocket costs and expenses incurred pursuant
to Section 6.3(a).


 


ARTICLE
VII


 


MISCELLANEOUS


 


SECTION 7.1.        
Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and
(i) delivered personally, (ii) sent by e-mail or (iii) sent by overnight courier, in each case, addressed as follows:


 


If to the Corporation, to:


 


c/o P3 Health Partners, Inc.


2370 Corporate Circle, Suite 300


Henderson, Nevada 89074


Attention: Jessica Puathasnanon


Email Address: JPuathasnanon@p3hp.org


 


with a copy (which shall not constitute notice to
the Corporation) to:


 


Latham & Watkins LLP


1271 Avenue of the Americas


New York, New York 10020


Attention: Charles K. Ruck, R. Scott Shean and Wesley C. Holmes


Email Address: charles.ruck@lw.com; scott.shean@lw.com;


wesley.holmes@lw.com


 


If to any other Member, to the address and e-mail address specified
on such Member’s signature page to the applicable Joinder.


 


Unless otherwise specified
herein, such notices, requests, consents or other communications shall be deemed effective (i) on the date received, if personally
delivered, (ii) on the date received if delivered by e-mail on a Business Day, or if not delivered on a Business Day, on the
first Business Day thereafter and (iii) 2 Business Days after being sent by overnight courier. Each of the Parties shall be entitled
to specify a different address by giving notice as aforesaid to each of the other Parties.


 






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SECTION 7.2.        
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other
Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement
by e-mail transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


SECTION 7.3.        
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall
be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.


 


SECTION 7.4.        
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
Law or public policy, all other terms and provisions hereunder shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner.


 


SECTION 7.5.        
Assignments; Amendments; Successors; No Waiver.


 


(a)               Assignment.
No Member may assign, sell, pledge or otherwise alienate or transfer any interest in this Agreement, including the right to receive
any payments under this Agreement, to any Person without such Person executing and delivering a Joinder agreeing to succeed to the
applicable portion of such Member’s interest in this Agreement and to become a Party for all purposes of this Agreement (the
 “Joinder Requirement”); provided, that no such Person shall have any rights under Section 6.1 of this
Agreement. Notwithstanding the foregoing, if any Member sells, exchanges, distributes or otherwise transfers Units to any Person in
accordance with the terms of the Operating Agreement, such Member shall have the option to assign to such transferee of such Units
its rights under this Agreement with respect to such transferred Units; provided that such transferee has satisfied the
Joinder Requirement. For the avoidance of doubt, if a Member transfers Units in accordance with the terms of the Operating Agreement
but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such
Member shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units.
The Corporation may not assign any of its rights or obligations under this Agreement to any Person (other than in connection with an
assignment pursuant to Section 7.5(c)) without Member Approval, such approval not to be unreasonably withheld, conditioned or
delayed (and any purported assignment without such consent shall be null and void).


 






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(b)              
Amendments. No provision of this Agreement may be amended unless such amendment is approved in writing by and the Corporation
with Member Approval; provided, that amendment of the definition of Change of Control will also require the written approval of a majority
of the Independent Directors.


 


(c)              
Successors. All of the terms and provisions hereunder shall be binding upon, and shall inure to the benefit of and be enforceable
by, the Parties and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
shall require and cause any direct or indirect successor (whether by equity purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.


 


(d)              
Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom
the waiver is to be effective. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition
of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or
any other covenant, duty, agreement or condition.


 


SECTION 7.6.        
Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.


 


SECTION 7.7.        
Resolution of Disputes; Governing Law.


 


(a)               This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Delaware. Any suit, dispute, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be heard in the state or
federal courts of the State of Delaware, and the parties hereby consent to the exclusive jurisdiction of such court (and of the
appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD,
WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING
RECEIPT) AND SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.
WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY AT
THE ADDRESS REFERRED TO IN SECTION 7.01 (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT),
TOGETHER WITH WRITTEN NOTICE OF SUCH SERVICE TO SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH PARTY.


 






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(b)              
Each Party irrevocably and unconditionally waives, to the fullest extent permitted by Law, (i) any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred
to in Section 7.7 and (ii) the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding
in any such court.


 


(c)              
Each Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1.
Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.


 


(d)              
WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITH THE ADVICE OF ITS COUNSEL, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING, WHETHER A CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD PARTY CLAIM, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
IN ANY WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


SECTION 7.8.        
Reconciliation Procedures.


 


(a)               In
the event that the Corporation and any Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance
with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period
designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the
 “Reconciliation Procedures”) will apply. The applicable Parties shall, within 15 calendar days of the
commencement of a Reconciliation Dispute, mutually select an expert in the particular area of disagreement (the
 “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner
or principal in a nationally recognized accounting firm, and unless the Corporation and such Member agree otherwise, the Expert (and
its employing firm) shall not have any material relationship with the Corporation or such Member or other actual or potential
conflict of interest. If the applicable Parties are unable to agree on an Expert within such 15 calendar-day time period, then the
Corporation and the relevant Member shall cause the Expert to be selected by the International Chamber of Commerce Centre for
Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with
the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) a
Basis Schedule, Early Termination Schedule or an amendment to either within 30 calendar days and (ii) a Tax Benefit Schedule or
an amendment thereto within 15 calendar days or, in each case, as soon thereafter as is reasonably practicable after the matter
has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any
payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the
subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return
may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine
any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable
Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a
Reconciliation Dispute within the meaning of this Section 7.8 or a dispute within the meaning of Section 7.7 shall
be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7.


 






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(b)              
The sum of (a) the costs and expenses relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of
such Expert and (ii) if applicable, amending any Tax Return in connection with the decision of such Expert and (b) the reasonable out-of-pocket
costs and expenses of the Corporation and the Member incurred in the conduct of such proceeding described in Section 7.8(a) shall
be allocated between the Corporation, on the one hand, and the Member, on the other hand, in the same proportion that the aggregate amount
of the disputed items so submitted to the Expert that is unsuccessfully disputed by each such party (as finally determined by the Expert)
bears to the total amount of such disputed items so submitted, and each such party shall promptly reimburse the other party for the excess
that such other party has paid in respect of such costs and expenses over the amount it has been so allocated. The Corporation may withhold
payments under this Agreement to collect amounts due under the preceding sentence.


 


SECTION 7.9.        
Withholding. The Corporation and its Affiliates shall be entitled to deduct and withhold from any payment that is payable
to any Member pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making
of such payment by applicable Law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing Authority
by the Corporation, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid by the
Corporation to the relevant Member in respect of whom the deduction and withholding was made. Each Member shall promptly provide the Corporation
with any applicable tax forms and certifications reasonably requested by the Corporation in connection with determining whether any such
deductions and withholdings are required by applicable Law.


 


SECTION 7.10.    
Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets.


 


(a)              
If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income
Tax Return pursuant to Section 1501 or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding
provisions of U.S. state or local tax Law, then (i) the provisions hereunder shall be applied with respect to the group as a whole, and
(ii) Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as
a whole.


 






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(b)              
 If the Corporation or any member of the P3 LLC Group transfers one or more Reference Assets to a Person treated as a corporation
for U.S. Federal income tax purposes (with which, in the case of the Corporation, the Corporation does not file a consolidated Tax Return
pursuant to Section 1501 of the Code or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding
provisions of U.S. state or local tax Law), such transferor, for purposes of calculating the amount of any Payment due hereunder, shall
be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be
received by the Corporation or P3 LLC Group member, as the applicable transferor, shall be equal to the fair market value of the transferred
asset plus the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.10,
a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the
assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation or any member
of a group described in Section 7.10(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization”
(within the meaning of Section 368(a) of the Code) in which such entity does not survive, pursuant to a contribution described in Section
351(a) of the Code or pursuant to any other transaction to which Section 381(a) of the Code applies (other than any such reorganization
or any such other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation
or any member of the group described in Section 7.10(a) (other than any such member being transferred in such reorganization or
other transaction) does not file a consolidated Tax Return pursuant to Section 1501 of the Code or other applicable sections of the Code
governing affiliated or consolidated groups), the transfer will not cause such entity to be treated as having transferred any assets to
a corporation (or a Person classified as a corporation for U.S. Federal income tax purposes) pursuant to this Section 7.10(a).
Notwithstanding the foregoing, (1) if the Members (individually or collectively) either have the right to designate a majority of the
Board or otherwise have at least a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, this Section 7.10(a) shall only apply with respect to any such transfer of one
or more Reference Assets to such a corporation to the extent that such transfer has been approved by a majority of the Independent Directors,
and (2) after the occurrence of any such transfer as described in the first sentence of this Section 7.10(a), if the Corporation
takes actions to ensure that the amount to be received by the Members hereunder and the timing thereof, taking into account such actions
(which actions may, at the election of the Corporation, include the payment of an additional amount to a Member), would be the same amount
and timing as if such transfer described in the first sentence Section 7.10(a) did not occur then this Section 7.10(a) shall
not apply with respect to such transfer.


 


SECTION 7.11.    
Confidentiality.


 


(a)               Each
of the Members agrees to hold the Corporation’s Confidential Information in confidence and may not disclose or use such
information except as otherwise authorized separately in writing by the Manager. “Confidential
Information” as used herein includes all information concerning the Corporation, P3 LLC or their Subsidiaries, in
whatever form, whether written, electronic or oral, including, but not limited to, ideas, financial product structuring, business
strategies, innovations and materials, all aspects of the Corporation’s and/or P3 LLC’s business plan, proposed
operation and products, corporate structure, financial and organizational information, analyses, proposed partners, software code
and system and product designs, employees and their identities, equity ownership, the methods and means by which either the
Corporation or P3 LLC plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property
associated with the Corporation’s and/or P3 LLC’s business. With respect to each Member, Confidential Information does
not include information or material that: (a) is, or becomes, generally available to the public other than as a direct or indirect
result of a disclosure by such Member or its Affiliates or representatives; (b) is, or becomes, available to such Member from a
source other than the Corporation, P3 LLC’s or their representatives, provided that such source is not, and was not,
known to such Member to be bound by a confidentiality agreement with, or any other contractual, fiduciary or other legal obligation
of confidentiality to, the Corporation, P3 LLC or any of their Affiliates or representatives; (c) is approved for release by written
authorization of the Chief Executive Officer, Chief Financial Officer or General Counsel of P3 LLC or of the Corporation, or any
other officer designated by the Manager; (d) is or becomes independently developed by such Member without use of or reference to the
Confidential Information or (e) is information necessary for a Member to prepare and file its Tax Returns, to respond to any
inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing
Authority with respect to such Tax Returns.


 






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(b)              
Solely to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this
Agreement, each of the Members may disclose Confidential Information to its Subsidiaries, Affiliates, partners, directors, officers, employees,
counsel, advisers, consultants, outside contractors and other agents, on the condition that such Persons keep the Confidential Information
confidential to the same extent as such Member is required to keep the Confidential Information confidential; provided, that such
Member shall remain liable with respect to any breach of this Section 7.11 by any such Subsidiaries, Affiliates, partners, directors,
officers, employees, counsel, advisers, consultants, outside contractors and other agents (as if such Persons were party to this Agreement
for purposes of this Section 7.11).


 


(c)               Notwithstanding Section
7.11(a) or Section 7.11(b), each of the Members may disclose Confidential Information (i) to the extent that such Member
is required by Law (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand
or similar process) to disclose any of the Confidential Information, (ii) for purposes of reporting to its stockholders and direct
and indirect equity holders (each of whom are bound by customary confidentiality obligations) the performance of P3 LLC and its
Subsidiaries and for purposes of including applicable information in its financial statements to the extent required by applicable
Law or applicable accounting standards; or (iii) to any bona fide prospective purchaser of the equity or assets of a Member,
or the Units held by such Member (provided, in each case, that such Member determines in good faith that such prospective purchaser
would be a Permitted Transferee (as defined in the Amended and Restated Limited Liability Company Agreement of P3 LLC dated as of
the date hereof)), or a prospective merger partner of such Member (provided, that (i) such Persons will be informed by such
Member of the confidential nature of such information and shall agree in writing to keep such information confidential in accordance
with the contents of this Agreement and (ii) each Member will be liable for any breaches of this Section 7.11 by any such
Persons (as if such Persons were party to this Agreement for purposes of this Section 7.11)). Notwithstanding any of the
foregoing, nothing in this Section 7.11 will restrict in any manner the ability of the Corporation to comply with its
disclosure obligations under Law, and the extent to which any Confidential Information is necessary or desirable to disclose.


 






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(d)              
Notwithstanding anything to the contrary herein, the Members and each of their assignees (and each employee, representative or
other agent of the Members or their assignees, as applicable) may disclose at their discretion to any and all Persons, without limitation
of any kind, the tax treatment and tax structure of the Corporation, the Members and any of their transactions, and all materials of any
kind (including tax opinions or other tax analyses) that are provided to the Members relating to such tax treatment and tax structure.


 


SECTION 7.12.    
Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in Law,
a Member reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment
under this Agreement) recognized by such Member (or direct or indirect equity holders in such Member) in connection with any Exchange
to be treated as ordinary income (other than with respect to assets described in Section 751(a) of the Code) rather than capital gain
(or otherwise taxed at ordinary income rates) for U.S. Federal income tax purposes or would have other material adverse tax consequences
to such Member or any direct or indirect owner of such Member, then, at the written election of such Member in its sole discretion (in
an instrument signed by such Member and delivered to the Corporation) and to the extent specified therein by such Member, this Agreement
shall cease to have further effect and shall not apply to an Exchange occurring after a date specified by such Member, or may be amended
in a manner reasonably determined by such Member; provided that such amendment shall not result in an increase in any payments
owed by the Corporation under this Agreement at any time as compared to the amounts and times of payments that would have been due in
the absence of such amendment; provided, further, that for the avoidance of doubt, such amendment shall not be treated as a termination
of this Agreement that results in an Early Termination Payment obligation to the Corporation.


 


SECTION 7.13.    
Interest Rate Limitation. Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid
hereunder with respect to amounts due to any Member hereunder shall not exceed the maximum rate of non-usurious interest permitted by
applicable Law (the “Maximum Rate”). If any Member shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the applicable payment (but in each case exclusive of any component thereof comprising interest)
or, if it exceeds such unpaid non-interest amount, refunded to the Corporation. In determining whether the interest contracted for, charged
or received by any Member exceeds the Maximum Rate, such Member may, to the extent permitted by applicable Law, (i) characterize
any payment that is not principal as an expense, fee or premium rather than interest, (ii) exclude voluntary prepayments and the effects
thereof or (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the payment obligations owed by the Corporation to such Member hereunder. Notwithstanding the foregoing, it is the intention of
the Parties to conform strictly to any applicable usury Laws.


 






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SECTION 7.14.    
Independent Nature of Rights and Obligations. The rights and obligations of each Member hereunder are several and not joint
with the rights and obligations of any other Person. A Member shall not be responsible in any way for the performance of the obligations
of any other Person hereunder (other than its Affiliates or representatives as described herein), nor shall a Member have the right to
enforce the rights or obligations of any other Person hereunder (other than obligations of the Corporation). The obligations of a Member
hereunder are solely for the benefit of, and shall be enforceable solely by, the Corporation. Nothing contained herein or in any other
agreement or document delivered in connection herewith, and no action taken by any Member pursuant hereto or thereto, shall be deemed
to constitute the Members acting as a partnership, association, joint venture or any other kind of entity, or create a presumption that
the Members are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated
hereby.


 


[Signature Page Follows this Page]


 






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IN WITNESS WHEREOF, the undersigned have executed
or caused to be executed on their behalf this Agreement as of the date first written above.


 


	 	P3 HEALTH PARTNERS INC.
	 	  
	 	By:	 /s/ Sherif Abdou
	 	Name:	Sherif Abdou M.D.
	 	Title:	Chief Executive Officer



 


	 	P3 HEALTH Group, LLC
	 	By:	P3 Health Partners Inc.,
	 	 	its sole manager



 


	 	By:	/s/ Sherif Abdou
	 	Name:	 Sherif Abdou M.D.
	 	Title:	Chief Executive Officer







 


[Signature Page to Tax
Receivable Agreement]


 






     


     


    

 


Exhibit A


 


FORM OF JOINDER AGREEMENT


 


This JOINDER AGREEMENT, dated
as of [ · ], 20[ · ] (this “Joinder”), is delivered pursuant
to that certain Tax Receivable Agreement, dated as of [December 3, 2021] (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Tax Receivable Agreement”), by and among P3 Health Partners Inc., a Delaware
corporation (the “Corporation”), P3 Health Group, LLC, a Delaware limited liability company (“P3 LLC”),
and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective
meanings set forth in the Tax Receivable Agreement.


 


		1.	Joinder to the Tax Receivable Agreement. The undersigned hereby represents and warrants to the Corporation that, as of the
date hereof, the undersigned has been assigned an interest in the Tax Receivable Agreement from a Member.



 


		2.	Joinder to the Tax Receivable Agreement. Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation,
the undersigned hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights,
privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by
the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.



 


		3.	Incorporation by Reference. All terms and conditions of the Tax Receivable Agreement are hereby incorporated by reference in
this Joinder as if set forth herein in full.



 


		4.	Address. All notices under the Tax Receivable Agreement to the undersigned shall be direct to:



 


[Name]


[Address]


[City, State, Zip Code]


Attn:


E-mail:


 


[Signature Page Follows this Page]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Joinder as of the day and year first above written.


 


	 	[NAME OF NEW PARTY]
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:




 


Acknowledged and agreed

as of the date first set forth above:


 


	P3 HEALTH PARTNERS INC.	 
	 	 
	By	 	 
	 	Name:	 
	 	Title: