CANO Cano Health Inc

Debtors.¹

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The last four digits of Cano Health, Inc.’s tax identification number are 4224. A complete list of the Debtors in the Chapter 11 Cases may be obtained on the website of the Debtors’ claims and noticing agent at https://www.veritaglobal.net/CanoHealth. The Debtors’ mailing address is 9725 NW 117th Avenue, Miami, Florida 33178.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

Counterparties to any contracts or leases that are proposed to be assumed pursuant to the Plan have been served with separate notice of the deadline to object to such assumption and the related cure amount.

Counterparties to any contracts or leases that are proposed to be rejected pursuant to the Plan have been served with separate notice of the deadline to object to such rejection.

On June 11, 2024, Kurtzman Carson Consultants LLC (KCC) changed its name to KCC dba Verita Global (“Verita”). There has not been any change in the company’s ownership structure.

On or as soon as practicable following the Effective Date, subject to and in accordance with all applicable federal and state rules and regulations, including the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Reorganized Cano shall de-register its equity and suspend its Exchange Act reporting obligations.¹

Subject to ongoing discussions with tax advisors, on the Effective Date and prior to emergence, Reorganized Cano shall be a Delaware corporation with governance set forth in a new Certificate of Incorporation and Shareholders Agreement (or comparative organizational document) (the “Shareholders Agreement” and, together with the Certificate of Incorporation, the “Governing Agreements”).

Note to Draft: Subject to further review regarding the number of holders post-emergence.

Within ninety (90) days following the Effective Date, the board of directors of Reorganized Cano (the “Board”) shall in good faith establish and adopt the MIP, pursuant to which ten percent (10.0%) of the outstanding Common Shares (on a fully-diluted basis) as of the Effective Date shall be reserved for issuance to the directors, officers, and other employees of Reorganized Cano and its subsidiaries (such Common Shares issued or issuable pursuant to the Management Incentive Plan, “MIP Equity”), in each case, in accordance with the terms and conditions of such Management Incentive Plan and the MIP Term Sheet.

No less than 70% of the award pool under the MIP will be allocated no later than ninety (90) calendar days following the Effective Date to the Emergence Award Recipients (as defined in the MIP Term Sheet) in the form of restricted stock units and/or options, as determined by the Board in consultation with the CEO (as defined in the MIP Term Sheet) (the “Emergence Awards”), which allocations to the Emergence Award Recipients (other than the CEO whose Emergence Award allocation is specifically outlined in the MIP Term Sheet) shall be determined by the Board in consultation with the CEO.

Note to Draft: Anticipated to represent an aggregate purchase of $5m to $10m.

Note to Draft: To reflect a [__]% discount to the equity value of the MIP.

Reorganized Cano shall be managed by the Board, which shall be initially comprised of [___] [(__)] individuals (each manager on the Board, a “Director” and collectively, the “Directors”). The Directors shall be elected as follows:

[Director designation rights to come.]⁴

[No holder that is entitled to designate a Director hereunder (any such Director, a “Designated Director”; and such designating holder, a “Designating Holder”) shall be entitled to assign their respective rights to designate Directors (such rights, “Designation Rights”).

If at any time any Designating Holders cease to own or hold [the requisite amount] of issued and outstanding Common Shares that is required for such Designating Holders to designate a certain number of Directors in accordance their respective Designation Rights, the applicable Designating Holders shall cause the Director(s) serving on the Board that are no longer entitled to serve on the Board a result of such terminated or reduced Designation Right(s) to immediately resign from the Board (and such Director(s) will execute a springing resignation in advance), and any vacancy created thereby shall be filled by an individual designated by [the holders holding a majority of the issued and outstanding Common Shares (excluding MIP Equity and any GUC Warrants (and the Common Shares issuable thereunder)) (the “Majority Holders”)].]⁵

For purposes of determining the respective Designation Rights of the Designating Holders, all calculations of percentages relating to ownership of Common Shares shall exclude MIP Equity.

The Board will meet at least quarterly.

A quorum for meetings of the Board will require the attendance of a majority of the Directors then in office. The vote of a majority of the Directors present and entitled to vote at a meeting at which a quorum is present shall be the act of the Board, unless the express provision of a statute requires a different vote, in which case such express provision shall govern and control. Any Director or member of any committee of the Board may participate in any meeting of the Board or any committee of the Board (each such meeting, a “Meeting”) through the use of any means of communication by which all persons participating can hear each other at the same time or by any other means permitted by applicable law. Any Director or member of any committee of the Board participating in any such Meeting by any such means of communication is deemed to be present in person at such Meeting.

Note to Draft: Mark Kent as CEO is to be designated as a director.

Note to Draft: Bracketed language assumes that certain holders will be entitled to designate board members for so long as they maintain a certain level of holdings.

Except for any removal of a Director on account of the termination or reduction of a Designation Right, the Designating Holders shall have the exclusive right to require removal, whether with or without cause, of their respective Designated Directors.

Any other Director may be removed, with or without cause, by the Majority Holders.

Except for any vacancy on the Board resulting from the resignation of a Designated Director on account of the termination or reduction of a Designation Right, any vacancy on the Board resulting from the resignation or removal of a Designated Director or resulting from any such Designated Director becoming unable to serve on the Board as a result of death, disability or otherwise shall be filled by an individual designated by the applicable Designating Holders.

Any vacancy on the Board resulting from (i) the resignation of a Designated Director on account of the termination or reduction of a Designation Right or (ii) the resignation or removal of a Director that is not a Designated Director, or resulting from any such non-Designated Director becoming unable to serve on the Board as a result of death, disability or otherwise, shall be filled by an individual designated by [the Majority Holders].

Directors shall be elected by the affirmative vote of the Majority Holders.

Reorganized Cano shall not, and Reorganized Cano shall not cause or permit any of its subsidiaries to, sell or issue additional equity interests (including, for the avoidance of doubt, any options, warrants or other securities that are convertible into, or exchangeable or exercisable for, Common Shares or other equity interests, but excluding MIP Equity, Common Shares sold under the Discounted Share Purchase Program and any GUC Warrants (and the Common Shares issuable thereunder)) (collectively, “Additional Securities”) to any person (including any then-current holder), subject to customary exceptions, unless Reorganized Cano or its applicable subsidiary offers to permit each Significant Holder (as defined below) that qualifies as an “accredited investor” (any such Significant Holder, a “Preemptive Holder”) to purchase its pro rata portion (calculated on the basis of the Common Shares owned or held by such Preemptive Holder relative to the Common Shares owned or held by all Preemptive Holders) of such Additional Securities on the same terms and conditions as each other Preemptive Holder. Any Additional Securities not elected to be purchased by a Preemptive Holder shall be reallocated among the Preemptive Holders that have elected to purchase their full allocable share of Additional Securities.

If one or more holders (the “Initiating Holders”) desires to transfer Common Shares representing [[•] percent ([•]%)] or more of the issued and outstanding Common Shares (excluding MIP Equity and any GUC Warrants (and the Common Shares issuable thereunder)) to any person (or group of persons) in any transaction (or series of related transactions) (excluding any transfer of Common Shares by an Initiating Holder to one or more of its Affiliates and certain other permitted transferees) (a “Tag- Along Transaction”), the Initiating Holders must give notice to each other holder of Common Shares (the “Tag-Along Sellers”) at least ten (10) Business Days prior to the consummation of such Tag-Along Transaction, setting forth the material terms and conditions of such Tag-Along Transaction, and arrange for each Tag-Along Seller to have the opportunity to include in such Tag-Along Transaction a corresponding percentage of Common Shares owned or held by such Tag-Along Seller. The tag-along right may be exercised by any Tag-Along Seller delivering a written notice to the Initiating Holders (or a designated representative of the Initiating Holders) within five (5) Business Days following receipt of written notice of the proposed Tag-Along Transaction by the Initiating Holders.

Tag-Along Sellers shall receive the same form and amount of consideration per Common Shares that is being paid to the Initiating Holders in connection with the Tag-Along Transaction, except that if the Initiating Holders are given an option as to the form of consideration to be received in exchange for their Common Shares, each of the Tag-Along Sellers shall only need to be given the same option with respect to their Common Shares.

Holders or any Affiliates thereof, then Reorganized Cano or the Selling Holders will have the right to require all other holders (the “Dragged Holders”) to, among other things, (i) sell a percentage of their Common Shares corresponding to the aggregate percentage of the Common Shares owned or held by the Selling Holders that are proposed to be included in such Sale Transaction; (ii) vote such Dragged Holders’ Common Shares, whether by proxy, voting agreement or otherwise, in favor of the Sale Transaction and not raise any objection thereto; (iii) enter into agreements with the purchaser in the Sale Transaction on terms and conditions substantially identical to those applicable to the Selling Holders; (iv) obtain any required consents; (v) waive and refrain from exercising any appraisal, dissenters or similar rights; (vi) not assert any claim against Reorganized Cano, any Director, any member of any committee of the Board, any member of any subsidiary governing body or any other holder or any Affiliates of any of the foregoing in connection with the Sale Transaction; and (vii) take any and all necessary action in furtherance of the consummation of the Sale Transaction provided that such action complies with applicable law or regulation.

Each holder shall receive, in respect of each Common Shares to be sold by such holder in the Sale Transaction, the same form and amount of consideration paid in such Sale Transaction that is being paid to each other holder in respect of Common Shares of the same class or series, except that if any holder is given an option as to the form of consideration to be received in exchange for each Common Shares of any class or series held by such holder, each other holder holding Common Shares of the same class or series need only be given the same option.

“Sale Transaction” means the sale, lease, transfer, issuance or other disposition, in one transaction or a series of related transactions, of (i) all or substantially all of the consolidated assets of Reorganized Cano and its subsidiaries (including by or through the issuance, sale, contribution, transfer or other disposition (including by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of a majority of the equity interests of any direct and/or indirect subsidiary or subsidiaries of Reorganized Cano if substantially all of the consolidated assets of the Reorganized Cano are held by such subsidiary or subsidiaries) or (ii) at least a majority of the issued and outstanding Common Shares (whether directly or indirectly or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or purchase of beneficial ownership), to (in either case of clause (i) or clause (ii)) any person or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than the Selling Holders or any Affiliates thereof.

Rights for holders to receive periodic financial and certain other reporting to be substantially the same as provided to lenders under the new Exit Facility Credit Agreement.

Annual audited and quarterly unaudited financials will be provided to all holders of Common Shares via secure virtual data room[, as well as through a management call / MD&A, including a Q&A portion.]

[Within fifteen (15) days after the time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, Reorganized Cano will provide, via secure virtual data room, current reports of Reorganized Cano containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act pursuant to Items, 1.01, 1.02, 1.03, 1.05, 2.01, 2.03, 2.04, 4.01, 4.02, 5.01, 5.02(b), 5.02(c)(1) and 8.01 (in each case, excluding the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01) of Form 8-K if Reorganized Cano had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if Reorganized Cano determines in its good faith judgment that such event is not material to holders or the business, assets, operations, financial position or prospects of Reorganized Cano and its subsidiaries, and Reorganized Cano may omit from such disclosure any terms of such event if it determines in its good faith judgement that disclosure of such terms would otherwise cause material competitive harm; provided, further, that no such current report will be required to include a summary of the terms of any employment or compensatory arrangement agreement between Reorganized Cano and any director, manager or executive officer of Reorganized Cano or any of its subsidiaries.]⁶

Holders shall be entitled to share information provided by Reorganized Cano with prospective eligible transferees who agree to customary confidentiality restrictions with Reorganized Cano. For the avoidance of doubt, Reorganized Cano shall not be required to, and no holder shall, share any information with, or provide data room access, to a “competitor” (to be defined) of Reorganized Cano.

Note to Draft: Subject to ongoing review and discussion.

No holder may transfer any Common Shares (i) to a competitor unless approved by the Board and (ii) unless such transfer (a) would not subject Reorganized Cano to public reporting obligations under applicable securities laws and (b) complies with all applicable IRS rules and regulations and preserves any of Reorganized Cano’s accrued NOL or material tax attributes.

Any transferee of Common Shares shall execute a joinder to the Shareholders Agreement, effective upon the consummation of such transfer.

Any prohibited transfers will be void ab initio, and the transferee will not be entitled to any rights with respect thereto, until the requirements above have been satisfied.

Following an initial public offering (an “IPO”), Reorganized Cano shall be required to provide customary, pro rata demand and piggyback registration rights to all holders of over three percent (3.0%) of the Common Shares and to any holder that would be deemed to be an “affiliate” under Rule 144 (based on the advice of counsel) [or that owns or controls over ten percent (10.0%) of the issued and outstanding voting equity].

To the maximum extent permitted by applicable law, Reorganized Cano shall bear all out-of-pocket registration costs and expenses.

Any reasonable lock-up requested by underwriters shall apply only to selling holders and, in connection with an IPO only, all other holders holding applicable securities that are required by the managing underwriter to be subject to a lock-up.

The following matters are expressly required to be approved by the Board:

•  any change to the principal business of Reorganized Cano or its subsidiaries, entering into a new line of business or exiting from the current line of business;

•  the redemption or repurchase by Reorganized Cano or its subsidiaries of any equity securities (other than MIP Equity);

•  the incurrence by Reorganized Cano or its subsidiaries of customary indebtedness for borrowed money (i.e., bank debt, bonds or similar indebtedness, and excluding, for the avoidance of doubt, non-financial institutional debt, such as indebtedness under health plan arrangements), other than (a) indebtedness incurred under the Exit Facility and (b) other indebtedness for borrowed money with a principal amount that does not exceed $[•];

•  other than (x) transactions having a purchase price of less than $10,000,000 individually or $20,000,000 in the aggregate together with all other transactions within such fiscal year or (y) in connection with a transaction that complies with the terms set forth in “Drag-Along Rights” below, in one transaction or a series of related transactions, the entering into of any agreement with respect to or consummation of (i) any merger or similar combination or joint venture between Reorganized Cano and its subsidiaries, on the one hand, and a third party, on the other hand, or (ii) any acquisition, investment, transfer, disposition of assets (including the equity securities of another person) or material recapitalization or restructuring;

•  the completion of an IPO, the listing of any securities of Reorganized Cano and its subsidiaries and any issuance of equity securities of Reorganized Cano and its subsidiaries;

•  the liquidation, winding up or dissolution of Reorganized Cano;

•  the appointment or dismissal of any senior executive management such as any C-Suite leader (Chief) of Reorganized Cano;

•  the entering into of any compensation agreements with any senior management or officer of Reorganized Cano or its subsidiaries or the adoption of any equity incentive plans, or any material amendment thereto;

•  the commencement of any material litigation, or any compromise, settlement or agreement to settle any material litigation;

•  any change to the auditors of Reorganized Cano;

•  the approval of the annual operating plan and budget for Reorganized Cano.

a CHI Successor Transaction where CHI is the issuer of the New Equity Interests and the GUC Warrants (“Alternative Transactions 1”);

a CHI Successor Transaction where a NewCo is the issuer of the New Equity Interests and the GUC Warrants (“Alternative Transactions 2” and collectively with Alternative Transactions 1, the “Alternative Transactions”).

CHI forms a new Delaware limited liability company (“CHI NewCo Sub”) that elects to be taxed as a corporation for U.S. federal income tax purposes.

CHI NewCo Sub will make such an election on an IRS Form 8832 that is filed within 75 days of the formation of CHI NewCo Sub.

CHI contributes an amount of the Existing PCIH Interests owned by CHI to CHI NewCo Sub such that following step 3 below that amount owned by CHI NewCo Sub will equal 1.00% of the outstanding Existing PCIH Interests.

The Existing PCIH Interests held by non-Debtors are discharged and cancelled for no consideration.

CHI contributes 1.00% of the New Equity Interests and GUC Warrants to CHI NewCo Sub and CHI NewCo Sub contributes such New Equity Interests and GUC Warrants to PCIH.

CHI contributes 99.00% of the New Equity Interests and GUC Warrants to PCIH.

PCIH contributes the New Equity Interests and GUC Warrants to CH LLC.

CH LLC enters into the Exit Facility Credit Agreement.

CH LLC, any other applicable Debtors, and the Litigation Trustee execute the Litigation Trust Agreement and CH LLC transfers the Initial Litigation Trust Funded Amount and the Litigation Trust Reallocated Amount to the Litigation Trust.¹

CH LLC distributes the following, in each case in full and final satisfaction, settlement, release, and discharge of, and in exchange for the applicable Claims:

(i) the 1L Exit Facility Loans, (ii) 100% of the New Equity Interests (subject to dilution by New Equity Interests issued in respect or as a result of (a) the MIP Equity, (b) the Participation Fee, (c) any financing fees payable in New Equity Interests in connection with the New RCF Loans and (d) the exercise of the GUC Warrants)), and (iii) if applicable, the Discrete Asset Sale Proceeds to the holders of First Lien Claims;

the GUC Warrants to the holders of RSA GUC Claims;

(i) the MSP Cash Amount, (y) any Incremental Non-RSA GUC Cash, and (z) the Litigation Trust Interests to the holders of Non-RSA GUC Claims; and

Cash to the holders of Convenience Claims in accordance with the Plan.

The Existing CHI Interests are cancelled, released, and extinguished, and be of no further force or effect, whether surrendered for cancellation or otherwise, for no consideration.

The Existing PCIH Interests held by non-Debtors are discharged and cancelled for no consideration.

PCIH forms a new Delaware limited liability company that is taxed as disregarded entity for U.S. federal income tax purposes (“CHI NewCo Sub”).

PCIH contributes new equity interests in PCIH (“New PCIH Equity”) to CHI NewCo Sub in exchange for CHI Newco Sub interests.

CHI NewCo Sub guarantees the Claims against CH LLC.

PCIH distributes the CHI NewCo Sub interests to CHI.

The Existing PCIH Interests held by CHI are discharged and cancelled for no consideration.

The Litigation Trust Causes of Action are automatically deemed to be transferred and assigned to the Litigation Trust on the Effective Date.

CHI NewCo Sub forms a new Delaware corporation or Delaware limited liability company that elects to be taxed as a corporation for U.S. federal income tax purposes (“New Cano”).

If New Cano is a limited liability company, New Cano will make an election on an IRS Form 8832 that is filed within 75 days of the formation of New Cano to be taxed as a corporation for U.S. federal income tax purposes.

CHI NewCo Sub transfers the New PCIH Equity to New Cano in exchange for New Equity Interests of New Cano and GUC Warrants of New Cano.

CHI NewCo Sub waives any rights of subrogation or contribution against CH LLC that may arise with respect to CHI NewCo Sub’s performance of its guarantee with respect to a portion of the Claims against CH LLC.

CH LLC enters into the Exit Facility Credit Agreement.

CH LLC, any other applicable Debtors, and the Litigation Trustee execute the Litigation Trust Agreement and CH LLC transfers the Initial Litigation Trust Funded Amount and the Litigation Trust Reallocated Amount to the Litigation Trust.²

Simultaneously with step 11, CHI NewCo Sub distributes the following, in each case in full and final satisfaction, settlement, release, and discharge of, and in exchange for all or a portion of the applicable Claims:

(i) 100% of the New Equity Interests (subject to dilution by New Equity Interests issued in respect or as a result of (a) the MIP Equity, (b) the Participation Fee, (c) any financing fees payable in New Equity Interests in connection with the New RCF Loans and (d) the exercise of the GUC Warrants)) to the holders of First Lien Claims; and

the GUC Warrants to the holders of RSA GUC Claims.

The Litigation Trust Causes of Action are automatically deemed to be transferred and assigned to the Litigation Trust on the Effective Date.

Simultaneously with step 10, CH LLC distributes the following, in each case in full and final satisfaction, settlement, release, and discharge of, and in exchange for all or the remaining portion of the applicable Claims:

(i) the 1L Exit Facility Loans and (ii) if applicable, the Discrete Asset Sale Proceeds to the holders of First Lien Claims;

(i) the MSP Cash Amount, (ii) any Incremental Non-RSA GUC Cash, and (iii) the Litigation Trust Interests to the holders of Non-RSA GUC Claims; and

Cash to the holders of Convenience Claims in accordance with the Plan.

CHI NewCo Sub dissolves and liquidates.

CHI adopts a plan of dissolution and thereafter dissolves and liquidates.

In accordance with Article VIII of the Plan, as of and subject to the occurrence of the Effective Date of the Plan, except as set forth in the Plan and the Confirmation Order, all executory contracts and unexpired leases (“Contracts”) to which any of the Debtors are party shall be deemed assumed or assumed and assigned, as applicable, except for any Contract that (i) was previously assumed or rejected by the Debtors pursuant to an order of the Bankruptcy Court; (ii) previously expired or terminated pursuant to its own terms or by agreement of the parties thereto; (iii) is the subject of a separate motion to assume or reject filed by the Debtors on or before the Confirmation Date; (iv) is a Senior Executive Employment Agreement (which shall be treated as set forth in Section 5.12 of the Plan); (v) is specifically designated as a Contract to be included on the Rejection Schedule; or (vi) is the subject of a pending Cure Dispute; provided, that the proposed assumption of a Contract shall be reasonably acceptable to the Requisite Consenting Creditors.

In accordance with Article VIII of the Plan, as of and subject to the occurrence of the Effective Date of the Plan, except as set forth in the Plan and the Confirmation Order, all Contracts listed on the Rejection Schedule shall be deemed rejected; provided, that the proposed rejection of a Contract shall be reasonably acceptable to the Requisite Consenting Creditors.

Subject to the occurrence of the Effective Date, entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of the assumptions, assumptions and assignments, including assignments to another Debtor, and rejections provided for in the Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each Contract assumed or assumed and assigned pursuant to the Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing and providing for its assumption or assumption and assignment, or applicable law.

Unless otherwise agreed to by the Requisite Consenting Creditors in their sole discretion, (i) the Humana ROFR and (ii) the TRA shall each be deemed rejected under the Plan on the Effective Date.

The Debtors request that if you dispute the rejection of a Contract, you contact counsel to the Debtors prior to the Plan Objection Deadline to attempt to resolve such dispute consensually. The Debtors’ contacts for such matters are Gary T. Holtzer, Esq. (gary.holtzer@weil.com), Jessica Liou, Esq. (jessica.liou@weil.com), Matthew P. Goren, Esq. (matthew.goren@weil.com), Kevin Bostel, Esq. (kevin.bostel@weil.com), and Rachael L. Foust (rachael.foust@weil.com). If such dispute cannot be resolved consensually prior to the Plan Objection Deadline (as the same may be extended by agreement of the Debtors), you must file and serve an objection in accordance with the procedures set forth in Section B of Article XII of the Plan by the Plan Objection Deadline to preserve your right to object to the rejection.²

Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Plan.

Counterparties to any contracts or leases listed on the Assumption Schedule were provided separate notice of the deadline to object to the proposed assumption or assumption and assignment of their contract or lease and the related Cure Amount. See Docket No. 989.

If there is a dispute pertaining to the assumption, assumption and assignment, or rejection of a Contract (other than a dispute pertaining to a Cure Amount), such dispute shall be heard by the Bankruptcy Court prior to the assumption, assumption and assignment, or rejection being effective; provided that the Debtors or the applicable Reorganized Debtors may settle any such dispute without any further notice to, or action by, any party or order of the Bankruptcy Court. To the extent a dispute relates to Cure Amounts, the Debtors may assume and/or assume and assign the applicable Contract prior to the resolution of such cure dispute, provided that the Debtors or the applicable Reorganized Debtors reserve Cash in an amount sufficient to pay the full amount reasonably asserted as the Cure Amount by the counterparty to such Contract.

Assumption or assumption and assignment of any Contract pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims against any Debtor or defaults by any Debtor, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Contract at any time before the date that the Debtors assume or assume and assign such Contract. Except as it may relate to any Cure Dispute that remains unresolved as of the Effective Date of the Plan, any proofs of claim filed with respect to a Contract that has been assumed or assumed and assigned shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, upon the assumption of such Contract.

Except as otherwise provided in the Plan, pursuant to and in accordance with Section 8.4 of the Plan, all Indemnification Obligations shall be deemed and treated as executory contracts that are assumed by the Debtors under the Plan.

Notwithstanding any other provision in the Plan, pursuant to and in accordance with Section 8.5 of the Plan, all insurance policies to which any Debtor is a party as of the Effective Date (including any “tail policy”) shall be deemed to be and treated as executory contracts and shall be assumed by the Reorganized Debtors, shall remain in full force and effect thereafter and shall continue as obligations of the Reorganized Debtors in accordance with their respective terms, and all such insurance policies shall vest in the Reorganized Debtors.

Solely to the extent any of the Surety Bond Agreements are deemed to be one or more executory contracts, any such agreements are assumed by the Debtors and the Reorganized Debtors pursuant to section 365 of the Bankruptcy Code upon the Effective Date with the consent of the Surety as provided in Section 8.6 of the Plan. If on and after the Effective Date the Surety Bond Agreements cease to be in effect solely as a result of a determination by a court of competent jurisdiction that such agreements are non-assumable under applicable bankruptcy law, any such Surety Bond Agreements shall be deemed reinstated or ratified on the terms of such Surety Bond Agreement that existed immediately prior to the Effective Date.

All intellectual property contracts, licenses, royalties, or other similar agreements to which the Debtors have any rights or obligations in effect as of the date of the Confirmation Order shall be deemed and treated as executory contracts pursuant to the Plan and shall be assumed, or assumed and assigned, by the respective Debtors, pursuant to and in accordance with Section 8.7 of the Plan, and shall continue in full force and effect unless any such intellectual property contract, license, royalty, or other similar agreement otherwise is specifically rejected pursuant to a separate order of the Bankruptcy Court, is scheduled on the Rejection Schedule, or is the subject of a separate rejection motion filed by the Debtors.

To the extent provided under the Bankruptcy Code or other applicable law, any Contract assumed and assigned hereunder (including, without limitation, in connection with a Discrete Asset Sale) shall remain in full force and effect for the benefit of the transferee or assignee in accordance with its terms, notwithstanding any provision in such Contract (including those of the type set forth in section 365(b)(2) of the Bankruptcy Code) that prohibits, restricts, or conditions such transfer or assignment. To the extent provided under the Bankruptcy Code or other applicable law, any provision that prohibits, restricts, or conditions the assignment or transfer of any such Contract or that terminates or modifies such Contract or allows the counterparty to such Contract to terminate, modify, recapture, impose any penalty, condition renewal or extension, or modify any term or condition upon any such transfer and assignment, constitutes an unenforceable anti-assignment provision and is void and of no force or effect.

The Debtors may amend the Assumption Schedule and the Rejection Schedule, subject to the reasonable consent of the Requisite Consenting Creditors, at any time prior to the conclusion of the Confirmation Hearing in order to add, delete, or reclassify any Contract. The Debtors shall provide notice of such amendment to any affected counterparty as soon as reasonably practicable.

Out of an abundance of caution, the Debtors may have listed certain agreements on the Rejection Schedule or the Assumption Schedule that have or may have either terminated or expired by their terms (or will terminate or expire by their terms) prior to the Confirmation Hearing or do not otherwise constitute executory contracts or unexpired leases. The fact that a contract or lease is included or excluded in any exhibit, schedule (including the Assumption Schedule and the Rejection Schedule), or other annex to the Plan or the Plan Supplement, or anything contained in the Plan or the Plan Supplement, shall not mean or constitute an admission by the Debtors that any such contract or lease is or is not an executory contract or unexpired lease, that any such contract or lease will be assumed, assumed and assigned, or rejected pursuant to the Plan, or that the Debtors or the Reorganized Debtors have any liability thereunder.

Except as explicitly provided in the Plan, nothing herein shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired or expired lease. Further, nothing in the Plan shall increase, augment, or add to any of the duties, obligations responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable, under any executory or non-executory contract or unexpired or expired lease.

Unless otherwise provided in the Plan, each Contract that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Contract, and Contracts related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

As a matter of administrative convenience, in certain cases the Debtors may have listed the original parties to the Contracts listed on the Assumption Schedule or Rejection Schedule without taking into account any succession, transfer, or assignments from one party to another. The fact that the current parties to a particular Contract may not be named in the Assumption Schedule or Rejection Schedule is not intended to change the treatment of such Contract.

In the event that the rejection of a Contract under the Plan results in damages to the other party or parties to such contract or lease, any Claim for such damages, if not heretofore evidenced by a timely filed proof of Claim, shall be forever barred and shall not be enforceable against the Debtors or the Reorganized Debtors, or their respective Estates, properties or interests in property as agents, successors, or assigns, unless a proof of Claim is filed with the Bankruptcy Court and served upon counsel for the Debtors or the Reorganized Debtors, as applicable, no later than thirty (30) days after the filing and service of the notice of the occurrence of the Effective Date.

To the extent that there are any inconsistencies between the Assumption Schedule or the Rejection Schedule and the Plan, the provisions of the Plan shall govern.

Counterparty Name

Title / Description of Agreement

Counterparty Address

1090 JUPITER PARK LLC

13550 SW 10th Street

1990 N FEDERAL LLC

211 HOMESTEAD LLC

3061 COMMERCIAL BLVD LLC

4201 PALM AVE II, LLC

4201 PALM AVE II, LLC

528 ALTOS DE MIAMI COMMERCIAL LLC

807 S. PARSONS AVE LLC

Aaron Bernard Tuckler Md Pa

Aaron Greenberg

ABACOA Physical Medicine

Acanda Santana, Ayenis

Acanda Santana, Ayenis

Acebo, Ileana M

Acebo, Ileana M

Acevedo Consulting Incorporated

Acevedo Hernandez, Valerie Del Ma

Acosta, Jose

Acosta, Jose

ADP, LLC

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

Counterparty Name

Title / Description of Agreement

Counterparty Address

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

Counterparty Name

Title / Description of Agreement

Counterparty Address

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADT LLC dba ADT Security Services

ADVANCE ENTERPRISE GROUP LLC

ADVANCE ENTERPRISE GROUP LLC

ADVANCE ENTERPRISE GROUP LLC

Advanced Gastroenterology Associates LLC

Advanced Medical Care Associates PA

AE Media Group, LLC

Counterparty Name

Title / Description of Agreement

Counterparty Address

Aetna Better Health of Florida

Aetna Health Inc.

Aetna Health Inc. on Behalf of Itself and its Affiliates

Aetna Health Management, LLC

Aetna Health, Inc.

Aetna Network Services, LLC

Aetna Network Services, LLC on Behalf of Itself and its Affiliates

Ageless Medicine Associates Inc.

Agency for Health Care Administration

Agency for Health Care Administration

Aguilar, Richard

Aguilar, Richard

Aguirre, Juliana

Aguirre-Echevarria, Carmen C

Aguirre-Echevarria, Carmen C

Ahmad B Amawi P.A

Aida E. Castro, M.D., P.A.

AJDTFM, LLC

Alan Ditchek MD PLLC

Alan Levenson

Alcides N. Amador, MD

Alcover, Ingrid A.

Alcover, Ingrid A.

ALEX ALONSO MD PA

Alexander Morden MD PC

Alexander Spasic MD Family Medicine LLC

Alfonso, Teresa

Alfonso, Teresa

Counterparty Name

Title / Description of Agreement

Counterparty Address

Alfredo Lopez, Jr., M.D., P.A.

Alfredo V. Gonzalez, M.D.,P.A.

Alight Solutions LLC

Alight Solutions LLC

Alight Solutions LLC

Alignment

Alilin Family Medicine, LLC

All Care To You, LLC

All Care To You, LLC

All Care To You, LLC

All Care To You, LLC

Alonso Medical and Wellness Institute LLC

Alonso, Pablo

Alpha Point Medical, LLC

Alpine Truck Stop Inc.

Alpine Truck Stop Inc.

Alvarez, Michael

Alvarez, Oxana

Alvarez, Raul

Alvarez, Raul

Alvarodiaz, Mirtha

Amable, Lazaro L

Amador, Dayelis

American Fuel Services

American Pharmacy Cooperative, Inc.

AmerisourceBergen

AmerisourceBergen

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

Counterparty Name

Title / Description of Agreement

Counterparty Address

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

AmerisourceBergen Drug Corporation

Amin, Muhammad Ali

Amitech Solutions, Inc.

Amitech Solutions, Inc.

Ana C. Fajardo M.D., Inc

Ana M. Elosegui MD,P.A.

Andre, Valentin

Andre, Valentin

Andrea Schein

Angela Gonzalez MD PA

Angelina Family Medicine

Anna J. Lavotshkin, M.D., P.C.

Annette C. Bernhut, D.O., Inc

Anselmo H Humaran MD,PA

Anthony Bertelle Md Pc

Antonio A Pena Md Pa

Antonio Pena, MDPA

Antonio Pena, MDPA

Antunez, Efrain

AP Health, LLC

Apollo Technologies Inc.

Aponte, Jose N.

Aponte, Jose N.

Apple Ridge Family Medicine

Application Consulting Group, Inc.

Counterparty Name

Title / Description of Agreement

Counterparty Address

Application Consulting Group, Inc.

Application Consulting Group, Inc.

Arbaje, Yamil

Arbaje, Yamil

Arce Bejerano, Alicia

Arce Bejerano, Alicia

Arce Montoya, William

Arce Montoya, William

Arce, Carlos Miguel

Archer Family Medical Group, LLC

Argudo, Adminda

Arias, Jose E

Ariel Medina MD

Arleo, Alexia

Armstrong, David

Armstrong, David

Arocha, Kassandra

Arocha, Yusleyvis

Arredondo, Joselina

Arturo R. Logrono, MD,PA

Arturo R. Logrono, MD,PA

Ascendo Resources, LLC

Asencio, Kedelim

Ashok Shah, MD

Associates In Primary Care, P.C.

ASSOCS OF INTERNAL MEDICINE PA

ASSURANCE DIMENSIONS

ASTORIA HEALTHCARE ASSOCIATES LLP

Counterparty Name

Title / Description of Agreement

Counterparty Address

AT&T Corp.

Athena Management, Inc.

Audacious Inquiry, LLC

AutoMed Technologies, Inc. d/b/a AmeriSourceBergen Technology Group

AW MEMORIAL SOUTH LLC

Ayala, Raul

Ayala, Raul

Ayala-Winkler, Lily

Azuaje, Alonso

B & B CASH GROCERY STORES, INC

B&B PROPERTIES OF HILLSBOROUGH, INC

B.Fridman Medical Services, PC

BABA HEALTHCARE INC

Babylon Medical Practice, P.C.

Back in Action Medical Center LLC

Baez Santana, Odalis

Baez Santana, Odalis

Bamboo Health, Inc.

BANK DIRECT CAPITAL LOCKTON

Baptiste, Deborah

BARCLAY SQUARE ASSOCIATES, LTD

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

Counterparty Name

Title / Description of Agreement

Counterparty Address

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

BARLOP BUSINESS SYSTEMS

Barlop Inc.

Barlop Inc.

Barlop Inc.

Barrera, Maria

Barrera, Maria

Barrios, Jose

Barrios, Jose

Barry Tuvel

Counterparty Name

Title / Description of Agreement

Counterparty Address

Basilio Garcia-Sellek Do, Pa

Batista, Norma

Batista, Norma

BDO USA, LLP

BDO USA, LLP

BDO USA, LLP

BEACH HOLDING, INC

BEACH HOLDING, INC

BEATA I STYKA MD SC

Beecher Carlson Insurance Services, LLC

Beecher Carlson Insurance Services, LLC d/b/a Beecher Evergreen Managed Care

Behrens, Pedro E.

Bellas, Jose

Bellas, Jose

Bello, Lidia O

Bello, Lidia O

Bendeck, Elias Z

Bendeck, Elias Z

BENT PROPERTY TRUST

BENT PROPERTY TRUST

Bergen Medical Care Ltd

Bermudez Jimenez, Dianny

Bernard Rimler MD

Bernard Weinbach MD, P.A.

Bernhard Brijbag

Bertha Olazabal, MD

Bertha Olazabal, MD

Best Office Coffee Service, Inc.

Best Office Coffee Service, Inc.

Counterparty Name

Title / Description of Agreement

Counterparty Address

Betances, Luis Gustavo Emilio

Betancourt Espinosa, Maria

Bisan Medical, Inc.

Bishop Medical P.C.

Blackford, Melissa A.

Blanco Azcuy, Raul

Blanco Azcuy, Raul

Boat Club Medical

Bobecorp, Inc.

BOF FL FLAGLER STATION LLC

Bolt, Christopher Shawn

Bolt, Christopher Shawn

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

Counterparty Name

Title / Description of Agreement

Counterparty Address

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

BOND CLINIC PA

Boyce, Dara

Boyce, Dara

Bravo, Jonathan

Brendan P Sullivan MD Facc LLC

BRENT HAYDEN, M.D., P.A.

BREVARD IM & WALK IN CLIN

BREVARD IM & WALK IN CLIN

Brightstar Corp

Brightstar Corp

Brij M. Sharma Physician P.C

Bringas, Vanessa

Broad and Cassel LLC

Broad and Cassel LLP

Broad and Cassel LLP

Broward Family Medical Group

Broward Family Medical Group

Broward Family Medical Group

Brown, Clrudy Sang

Brown, Clrudy Sang

Bruce Wishnov Do Pa

Buck, Robert J.

Buck, Robert J.

Counterparty Name

Title / Description of Agreement

Counterparty Address

Bulgado, Katerine

Buonomo Medical Associates

Burgos Jr, Rafael

Burgos Jr, Rafael

Bussart Palma, Jennifer

Byline Financial Group

C&Y Medical PC

C.L. Anderson, JR., M.D., PLLC

Caballero, Kelys

Caballero, Kelys

Caceres, Maria

Caceres, Maria

Caceus, Rebeca

Caggiano, Claudio

Caggiano, Claudio

Calderon, Veronica J

Calle, Jorge J

Calle, Jorge J

Camejo, Leonel

Camejo, Leonel

Camejo, Roberto

Camejo, Roberto

Camejo-Vila, Rigoberto

Camerlinck, Robert

Camerlinck, Robert

Campos, Beverly

Campos, Beverly

Canelon Duran, Eleana B

Counterparty Name

Title / Description of Agreement

Counterparty Address

Cardenas, Jose Joaquin

Cardenas, Jose Joaquin

Cardiology Consultants Of West Broward,PA

Cardozo South Beach

Cardozo South Beach Hotel

CareCloud Corporation

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

CarePlus Health Plans, Inc.

Carlos F. Vallejo, MD,PA

Caro, Diana

Carol Laguerre, Liz

Carol Laguerre, Liz

Carolyn Wyatt MD, LLC

Castano, Luis

Counterparty Name

Title / Description of Agreement

Counterparty Address

Castellano Draegert, Scarleth Y.

Castillo & Torres MD PA

CASTILLO & TORRES MD PA

CASTILLO & TORRES MD PA

Castillo-Molina, Jorge

Castillo-Molina, Jorge

Castro, Aida Edelmira

Castro, Aida Edelmira

Castro, Armando

Castro, Armando

Catalina Rosca-Sipot

Cavides, Pamela A.

Cavides, Pamela A.

CCF Paragon III, LLC

CCF PCG Northridge LLC

Ceballos Calderon, Ruth Elizabeth

Ceballos Calderon, Ruth Elizabeth

Cedarhurst Medical Associates PC

CEDE & CO.

Cellez Cruz, Marta

Cellez Cruz, Marta

Center for Medicare & Medicaid Services

Center for Medicare & Medicaid Services

Center for Medicare & Medicaid Services

Centerview Partners LLC

Centerview Partners LLC

CENTRAL PALM BEACH PHYSICIANS

Counterparty Name

Title / Description of Agreement

Counterparty Address

CENTRAL PALM BEACH PHYSICIANS

CENTRAL PALM BEACH PHYSICIANS

CENTRAL PALM BEACH PHYSICIANS

CENTRAL PALM BEACH PHYSICIANS

CENTRAL PALM BEACH PHYSICIANS

Central Palm Beach Physicians & Urgent Care, Inc.

Centro Medico Latino Americano De West Palm Beach, Corp.

Century Physician’s Group, LLC

Century Physician’s Group, LLC

Charles C Gregory, DO PA

Charles E Williams, MD, PA

Charles, Sherley Amazan

Charles, Sherley Amazan

Chavez Orellana, Jenny C

Checkver, Luciana Borba

Checkver, Luciana Borba

Chen, Feng

Chen, Feng

Cheryl G. Williams, DO, PC

Chevres, Myriam Viviana

Chevres, Myriam Viviana

Christine Randhawa

Cifuentes, Siurky

Cifuentes, Siurky

Cisne Health

Cisne Health

CLAIMS RR, LLC

Clearfield Professional Group, LTD.

Counterparty Name

Title / Description of Agreement

Counterparty Address

Coastal Family Practice LLC

COASTAL PRIMARY CARE

Cohn, Steven

Cohn, Steven

Collective Medical Technologies, Inc.

Colony Springs Medical Center, Inc.

Comcast Business

Comcast Business

Comprehensive Healthcare Of Miami

Comprehensive Patient Care, Inc.

Comprehensive Patient Care, Inc.

Comprehensive Primary Care

Comsti Deperio Pineda and Associates LLC

Conger, Jason

Conger, Jason

CONGRESS 1650 LLC

Consuegra Quesada, Zamir Maria

Consuegra Quesada, Zamir Maria

Contract Logix, LLC

Contract Logix, LLC

Convenient Concierge Healthcare

Conviva Health MOS of Texas, Inc.

Cooper Family Medical PLLC

CORAL POINT PLAZA

Coral Square Pediatrics, P.A.

Counterparty Name

Title / Description of Agreement

Counterparty Address

Coral Square Pediatrics, P.A.

Coral Square Pediatrics, P.A.

Cordero, Pedro

Cordero, Pedro

Corrales, Jossue

Corrales, Jossue

Cortes Gordian, Camille Z.

Cortes Medical Care P.C.

Council for Affordable Quality Healthcare, Inc.

Council for Affordable Quality Healthcare, Inc.

Cousins, Kristen N

Coventry Health Care of Florida, Inc.