DFHT Deerfield Healthcare Technology Acquisitions Corporation

Item 1.01 Entry into a Material Definitive Agreement

On March 8, 2023 (the “Amendment Closing Date”), CareMax Inc., a Delaware corporation (the “Company”), entered into a Second Amendment (the “Second Amendment”) to that certain Credit Agreement (the “Credit Agreement”) dated as of May 10, 2022 (the “Initial Closing Date”), by and among the Company, certain of the Company’s subsidiaries as guarantors (the “Subsidiary Guarantors”), Jefferies Finance LLC, as Administrative Agent, Collateral Agent, Sole Lead Arranger and Bookrunner, BlackRock Financial Management (as defined in the Credit Agreement), as Lead Manager, Crestline Direct Finance, L.P., as Documentation Agent, and certain other banks and financial institutions serving as lenders (collectively with their successors and assigns, the “Lenders”).

The Second Amendment amends the Credit Agreement to, among other things, (i) provide for a new incremental delayed draw term loan B facility in an aggregate principal amount of $60.0 million (the “Delayed Draw Term Loan B Facility”), which may be drawn by the Company in up to five (5) borrowings from and after the Amendment Closing Date until the twelve (12) month anniversary of the Amendment Closing Date; (ii) revise the commitment expiration date for the Company’s existing $110.0 million delayed draw term loan A facility to forty-five (45) days following the Amendment Closing Date, (iii) extend the commencement of amortization payments on loans under the Credit Agreement from March 31, 2024 to May 31, 2025; (iv) reduce the amount of interest that the Company may elect to capitalize from 4.00% to 3.50% beginning on the second anniversary of the Initial Closing Date, 3.00% beginning on the third anniversary of the Initial Closing Date and 1.50% beginning on December 10, 2025; (v) increase the amount of the super-priority revolving credit facility that is permitted to be added to the Credit Agreement to $45.0 million and provide that the entirety of such facility may be used for general corporate purposes; and (vi) amend the prepayment provisions of the Credit Agreement, including to have such provisions run as of the Amendment Closing Date.

Certain of the Lenders and other parties to the Credit Agreement, or their affiliates, have been party to subscription agreements with the Company for the purchase of shares of the Company’s Class A common stock. In addition, certain of the Lenders and other parties to the Credit Agreement, or their affiliates, have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to the Company and its subsidiaries. Such Lenders and other parties have received, and in the future may receive, customary compensation from the Company and its subsidiaries for such services.

The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2023.