Exhibit 10.1

CONFIDENTIAL

November 8, 2024

Project Prime

Commitment Letter

Astrana Health, Inc.

1668 S. Garfield Avenue, 2^nd Floor

Alhambra, CA 91801

Ladies and Gentlemen:

You have advised (i) Truist Bank (“Truist Bank”) and Truist Securities, Inc. (“Truist Securities” and together with Truist Bank, acting through any of their affiliates as they deem appropriate, “Truist”) and (ii) JPMorgan Chase Bank, N.A. (“JPM Bank”, acting through any of their affiliates as they deem appropriate, “JPMorgan”) (each a “Commitment Party” and, collectively, the “Commitment Parties” or “us”) that Astrana Health, Inc., a Delaware corporation (the “Company” or “you”), intends to acquire (the “Acquisition”), directly or indirectly, the Purchased Business (as defined in the Acquisition Agreement) previously identified to us and code named “Prime” (collectively, the “Target”). The Company has further advised that, in connection with the Acquisition, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”) including, for the avoidance of doubt, the Company’s desire to obtain the Bridge Facility in an aggregate principal amount of $1,095,000,000 and the Revolving Credit Facility in an aggregate principal amount of $100,000,000, in each case upon the terms and subject only to the conditions set forth in this Commitment Letter.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Transaction Description and the Summary of Terms (Bridge Facility) attached hereto as Exhibit B-1 (the “Bridge Term Sheet”) and the Summary of Terms (Revolver) Exhibit B-2 (the “Revolver Term Sheet” and, together with this Bridge Term Sheet, collectively, the “Term Sheets”; and the Term Sheets, together with this commitment letter, the Transaction Description and the Summary of Conditions Precedent attached hereto as Exhibit C (the “Conditions Annex”), collectively, as amended, restated, modified or otherwise supplemented from time to time in accordance with and subject to the terms and conditions hereof, the “Commitment Letter”).

The principles set forth above are herein called the “Documentation Principles”.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation, the Acquisition Agreement or any other document, instrument, agreement or other undertaking concerning the Transactions to the contrary, (i) the only representations the accuracy of which shall be a condition to the availability and/or initial funding of the Facilities on the Closing Date shall be (A) such of the representations made by or with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliates) have the right to terminate your or their respective obligations under the Acquisition Agreement to consummate the Acquisition (or the right to otherwise decline to consummate the Acquisition), as a result of the inaccuracy of such representations in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) made in the Facilities Documentation, and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability and initial funding of the Facilities on the Closing Date if the Exclusive Funding Conditions are satisfied (or waived by the Commitment Parties). Notwithstanding anything to the contrary herein or otherwise, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (i) the perfection of a security interest in the equity interests issued by the Borrower’s subsidiaries that are owned by any Loan Party (to the extent required to be pledged pursuant to the Facilities Documentation) with respect to which a lien may be perfected by the delivery of a stock or equivalent certificate representing such interests, together with stock powers or similar instruments of transfer endorsed in blank (provided, that such stock certificates and related stock powers in respect of the Acquired Equity Interests (as defined in the Acquisition Agreement) and their applicable subsidiaries will be required to be delivered within ten (10) business days following the Closing Date), and (ii) the perfection of a security interest in respect of any assets of any Loan Party with respect to which a lien may be perfected by the filing of Uniform Commercial Code (“UCC”) financing statements) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability and/or initial funding of the Facilities on the Closing Date, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such longer period as may be agreed by the Administrative Agent) pursuant to arrangements to be mutually agreed by the Administrative Agent and the Borrower acting reasonably. For purposes hereof, “Specified Representations” means the representations and warranties of the Loan Parties set forth in the Facilities Documentation (as set forth in the Term Sheets and subject to the Documentation Principles) relating to organizational existence of the Loan Parties; power and authority, due authorization, execution and delivery, and enforceability, in each case, related to entering into and performing the Loan Parties’ respective obligations under the Facilities Documentation; no conflicts with or violations of organizational documents related to the entering into and performing the Loan Parties’ respective obligations under the Facilities Documentation; solvency on the Closing Date of the Borrower and its subsidiaries on a consolidated basis, after giving pro forma effect to the consummation of the Transactions on the Closing Date (in form and scope consistent with the solvency certificate attached hereto as Exhibit D); Federal Reserve margin regulations; use of proceeds not in violation of PATRIOT Act, OFAC and FCPA; the Investment Company Act; and the creation, validity and perfection of security interests in the Collateral (subject in all respects to the limitations set forth above in this Section 5). This Section 5, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

Subject to your consent rights described in the preceding paragraph and except as expressly contemplated herein, all aspects of the syndication shall be exclusively managed by the Lead Arrangers in consultation with you; provided, that the timing, potential syndicate members to be approached, titles, allocations and division of fees shall, in each case, be subject to your approval (not to be unreasonably withheld, delayed or conditioned). Until the date that occurs 60 days after the Closing Date (the “Syndication Termination Date”), you agree to actively assist, and use commercially reasonable efforts to cause the Target to assist, the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. Such customary assistance shall include, without limitation, your (a) ensuring that any syndication efforts benefit from your and, subject to any limitations set forth in the Acquisition Agreement as in effect on the date of this Commitment Letter, the Target’s existing lending and investment banking relationships, (b) arranging direct contact between senior management and certain non-legal advisors of the Company, on the one hand, and the proposed lenders, on the other hand (and, subject to any limitations set forth in the Acquisition Agreement as in effect on the date of this Commitment Letter, your using commercially reasonable efforts to arrange such contact between appropriate senior management of the Target, on the one hand, and the proposed lenders, on the other hand), including the hosting, with the Lead Arrangers, of meetings (or, if you and we shall agree, conference calls in lieu of any such meeting) of prospective lenders (limited to one “bank meeting”, unless otherwise deemed reasonably necessary by the Lead Arrangers, but which may include, in our reasonable discretion, one-on-one meetings with proposed lenders), in all such cases, on reasonable prior notice and at times and locations to be mutually agreed upon (subject to reasonable scheduling accommodations for any senior management of the Company and the Target), (c) assisting (and, subject to any limitations set forth in the Acquisition Agreement as in effect on the date of this Commitment Letter, your using commercially reasonable efforts to cause the Target to assist) in the preparation and delivery of customary information related to the Company, the Target and the Transactions that is reasonably deemed necessary by the Lead Arrangers for the arrangement and syndication process, including, but not limited to, customary information and evaluations prepared by you and your advisors, or on your behalf, relating to the Transactions (including the Projections (as defined below), the “Information”), including the preparation of a customary confidential information memorandum (the “Confidential Information Memorandum”) and other customary offering and marketing materials to be used in connection with the syndication, (d) if requested in writing by the Lead Arrangers with respect to any Replacement Financing (as defined in Exhibit A) the syndication of which requires a credit rating, obtaining prior to the commencement of the launch of the syndication of such Replacement Financing, at your expense, (i) a public corporate credit rating from S&P Global Ratings, a division of S&P Global Inc. (“S&P”), (ii) a public corporate family rating from Moody’s Investors Service (“Moody’s”) and/or (iii) a public credit rating from each of S&P and Moody’s for the applicable Replacement Financing and (e) at any time prior to the later of (i) the Syndication Termination Date and (ii) the Closing Date, ensuring that there are no competing issuances of debt for borrowed money by or on behalf of the Borrower or its subsidiaries (other than as may be arranged by the Lead Arrangers) and, subject to any limitations set forth in the Acquisition Agreement as in effect on the date of this Commitment Letter, your using commercially reasonable efforts to ensure that there are no competing issuances of debt for borrowed money by or on behalf of the Target or its subsidiaries, being announced, offered, placed or arranged (other than (x) any indebtedness of the Target or any of its subsidiaries permitted to be incurred or remain outstanding pursuant to the Acquisition Agreement (including ordinary course capital leases and other similar financings permitted to be incurred or to remain outstanding pursuant to the Acquisition Agreement), (y) any Replacement Financing, and (z) working capital facilities, hedging arrangements, capital leases, purchase money debt, equipment financings, or any deferred purchase price obligations, in each case, incurred or entered into in the ordinary course of business) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed), if such issuance would reasonably be expected to materially impair the primary syndication of the Facilities. Notwithstanding anything to the contrary contained in this Commitment Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the compliance with any of the provisions set forth in clauses (a) through (e) above) shall not constitute a condition to the commitments of any Commitment Party hereunder or the availability of and/or initial funding of the Facilities on the Closing Date. You will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding on, or waive any privilege that may be asserted by, you, the Target or your or their respective affiliates, or contains trade secrets; provided that, in the event you do not provide information in reliance on this sentence, you shall provide notice to us that such information is being withheld (but solely to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable), and you shall use your commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, the applicable information. Notwithstanding anything herein to the contrary, the only historical financial statements for the Company and its subsidiaries and for the Target that are required to be provided to the Lead Arrangers in connection with the syndication of the Facilities shall be the financial statements specifically described and required to be delivered pursuant to the Exclusive Funding Conditions.

Each Commitment Party (and its respective affiliates pursuant to clause (e) below) will use all confidential information provided to it by or on behalf of you hereunder or in connection with the Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter (and/or resulting therefrom) and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge such information; provided that nothing herein shall prevent such Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, subpoena or compulsory legal process based on the reasonable advice of counsel (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any Regulatory Authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to such disclosure and to reasonably cooperate with you, at your expense, in seeking a protective order or other appropriate remedy), (b) upon the request or demand of any Regulatory Authority having or purporting to have jurisdiction over such Commitment Party or any of its respective affiliates (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any Regulatory Authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure and to reasonably cooperate with you, at your expense, in seeking a protective order or other appropriate remedy), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any of their respective Representatives (as defined below) in violation of any confidentiality obligations owing to you or any of your affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target or any of your or its respective affiliates or related parties, (e) to the extent that such information is independently developed by such Commitment Party, (f) to such Commitment Party’s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, financing sources, investors, prospective financing sources and investors, professionals and other experts or agents (collectively, together with their respective successors and assigns, the “Representatives”) who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and have been advised of their obligation to keep information of this type confidential, provided that such Commitment Party shall be responsible for its affiliates’ and its and their respective Representatives’ compliance with this paragraph, (g) to potential or prospective lenders, participants or assignees (other than Disqualified Institutions (as defined below)) and to any direct or indirect contractual counter-party to any swap or derivative transaction relating to you or any of your subsidiaries, in each case, who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the disclosure of any such information to any lenders or prospective lenders or participants or prospective participants referred to above or to any rating agency referred to in clause (j) below shall be made subject to the acknowledgment and acceptance by such lender or prospective lender, such participant or prospective participant or such rating agency (as the case may be) that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the applicable Commitment Party, including, without limitation, as agreed in any marketing materials) in accordance with the standard syndication processes of the applicable Commitment Party or customary market standards (including “click-through” agreements or other affirmative action on the part of the recipient to access such information and acknowledge its confidentiality obligations in respect thereof, in each case on terms reasonably acceptable to you) for dissemination of such type of information, (h) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter or the Fee Letter, (i) for purposes of establishing a “due diligence” defense in any legal proceeding, (j) to S&P and Moody’s in connection with obtaining the ratings described in Section 6 above and to any rating agency in connection with obtaining shadow ratings required by any financing source, in each case, subject to the proviso in clause (g) above, or (k) with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Lead Arrangers shall be permitted, after the Closing Date, to place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as the Lead Arrangers may choose, and circulate similar promotional materials, in the form of a “tombstone” identifying the name of the Borrower and the amount, type and closing date of the Facilities (but not any other information related to the Facilities or any information related to the Transactions without your prior written consent), all at the expense of the Lead Arrangers and subject to your prior review and consent (not to be unreasonably withheld, conditioned or delayed) in advance of the initial publication of any such “tombstone” (it being understood and agreed that you shall have the right to review and approve (which approval may be withheld in your reasonable discretion), in advance, all other public advertisements, public announcements, press releases or other public disclosures with respect to the Transactions). Each Commitment Party’s and its affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder; provided that, in any event, the provisions of this paragraph shall automatically terminate on the second anniversary of the date hereof.

As used herein, “Disqualified Institution” means (a) (i) those persons that are operating company competitors of the Company, the Target or any of their respective subsidiaries, so long as such person is separately identified by you to us in writing from time to time and (ii) any affiliates of any such competitors so identified (other than affiliates that are bona fide debt funds or fixed income investors that are engaged in making or purchasing commercial loans in the ordinary course of business, except to the extent otherwise disqualified pursuant to following clause (b)) that are either (x) separately identified in writing by you from time to time or (y) clearly identifiable on the basis of the similarity to such affiliate’s name, and (b) those banks, financial institutions and other persons separately identified by you to us in writing prior to the execution of this Commitment Letter or any affiliate thereof clearly identifiable on the basis of the similarity to such affiliate’s name. The identification of any person as a Disqualified Institution after the date of execution of this Commitment Letter in accordance with the preceding sentence shall have no retroactive effect of any kind, but such person shall constitute a Disqualified Institution for all purposes under this Commitment Letter upon and after such identification.

For the avoidance of doubt, nothing in this confidentiality provision shall prohibit any person from voluntarily disclosing or providing any information within the scope of this confidentiality provision to any Regulatory Authority to the extent that any such prohibition on disclosure set forth in this confidentiality provision shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Parties hereunder and the agreement of the Lead Arrangers to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their sole discretion, agree to an extension in writing.

Notwithstanding the foregoing, or anything to the contrary in this Commitment Letter, your acknowledgements and obligations under Sections 8, 10, 14 through 22 and 24 of this Commitment Letter and the Fee Letter will survive any expiration of the Commitment or the termination of this Commitment Letter in accordance with their terms, whether pursuant to this Section 12 or otherwise; provided that your obligations under this Commitment Letter (other than your understanding and agreements regarding no agency or fiduciary duty and your obligations with respect to (a) assistance to be provided in connection with the syndication of the Facilities and (b) compensation payable under, and confidentiality of, the Fee Letter and the contents thereof) shall, to the extent superseded by corresponding provisions of the Facilities Documentation, automatically terminate upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter, and you shall automatically be released from all liability in connection therewith at such time.

Payment of the foregoing Fees will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. The Fees shall be payable in immediately available funds as set forth above in U.S. dollars free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, charges or withholdings (except as required by applicable law, and subject to customary gross-up for withholding taxes pursuant to the terms provided under the Facilities Documentation). You agree that we may, in our sole discretion, share all or a portion of any of the fees payable hereunder with any of the other Lenders or our affiliates.

You further agree to reimburse the Lead Arrangers and the Administrative Agent for all reasonable and documented out-of-pocket expenses (including, but not limited to, consultants’ fees (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), travel expenses and reasonable and documented or invoiced out-of-pocket legal expenses of one firm of outside counsel for the Lead Arrangers, taken together, one firm of outside counsel for JPMorgan, and, if necessary, of a single local counsel in each appropriate jurisdiction for all such Indemnified Persons, taken as a whole, but in each and every case excluding the allocated costs of internal counsel, in each case, incurred in connection with the Facilities and the preparation and negotiation and enforcement of this Commitment Letter, the Fee Letter and the Facilities Documentation (the foregoing expenses described in this paragraph, collectively, the “Expenses”); provided that such reasonable and documented out-of-pocket expenses shall be due and payable upon the earlier to occur of the Closing Date and the Termination Date.

The foregoing provisions in this paragraph shall be superseded by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force or effect hereunder.

Notwithstanding any other provision of this Commitment Letter, (x) you agree that in no event shall Truist, JPMorgan, any Commitment Party or any of their respective Indemnified Persons (each, an “Arranger-Related Person”) be responsible or liable to you or any other person or entity for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (including IntraLinks, Syndtrak Online or email), other than as a result of such Arranger-Related Person’s gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision and (y) none of us, you, any Indemnified Person or any affiliate of any of the foregoing, any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall be liable for any indirect, special, punitive, exemplary or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing in this paragraph shall limit your indemnification and reimbursement obligations expressly set forth herein to the extent such damages are part of a third party claim in connection with which such Indemnified Person is entitled to indemnification or reimbursement hereunder. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by you under this Section 15 to such Indemnified Person for any losses, claims, damages, liabilities and expenses to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof. You agree, to the extent permitted by applicable law, to not assert any claims against any Arranger-Related Person with respect to any of the foregoing.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 15; provided, that to the extent any Indemnified Person is required to post an appeal bond prior to such judgment becoming non-appealable, any costs or expenses incurred by such Indemnified Person in connection with such appeal bond shall be subject to the Company’s indemnification obligations set forth in the other provisions of this Section 15.

You shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability or claims that are the subject matter of such Proceeding, and (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall only be heard and determined in such New York State court or, to the extent permitted by law, in such federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

As you know, each Commitment Party is a full-service securities firm engaged, either directly or through its affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, each Commitment Party and its respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Each Commitment Party or its respective affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

Each Commitment Party and its affiliates may have economic interests that conflict with those of you. You agree that each Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between a Commitment Party and you, your equity holders or your affiliates. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between a Commitment Party and, if applicable, its affiliates, on the one hand, and you and, if applicable, your affiliates, on the other, (ii) in connection with the transactions contemplated hereby and with the process leading to such transaction, each Commitment Party and its respective affiliates (as the case may be) has been, is or will be acting solely as a principal and not as agents or fiduciaries of you, your management, equity holders, creditors, affiliates or any other person, (iii) each Commitment Party and its respective affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether such Commitment Party or any of its respective affiliates have advised or are currently advising you on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) you have consulted your own legal, tax and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are re-sponsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that any Commitment Party or its respective affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto. You further acknowledge and agree that the Commitment Parties and their respective affiliates do not provide tax, accounting or legal advice.

In addition, please note that certain of the Lead Arrangers have been retained by you as financial advisors (in such capacity, the “Buy Side Advisors”) to you in connection with the Acquisition. You acknowledge such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Buy Side Advisors, on the one hand, and such Commitment Parties’ or its affiliates’ relationships with you as described and referred to herein, on the other. You acknowledge that, in such capacity, the Buy Side Advisors may advise you in other matters adverse to the interests of the parties hereto. Each of the Commitment Parties hereto acknowledges (i) the retention of the Buy Side Advisors and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of the Buy Side Advisors or their respective affiliates. You acknowledge that, in such capacity, the Buy Side Advisor may advise you in other matters adverse to the interests of the parties hereto.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts hereof and thereof by not later than 11:59 p.m., New York City time, on November 8, 2024. The offer set forth in this Commitment Letter and all undertakings of the Commitment Parties hereunder will expire automatically (and without further action or notice and without further obligation to you) at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence.

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

PROJECT PRIME
COMMITMENT LETTER
SIGNATURE PAGE

PROJECT PRIME
COMMITMENT LETTER
SIGNATURE PAGE

EXHIBIT B-1

$1,095,000,000 Senior Secured Bridge Facility

Summary of Terms¹

¹ All capitalized terms used but not defined herein shall have the meanings given to such terms in the Commitment Letter to which this Bridge Term Sheet is attached.

Annex I to Exhibit B-1

INTEREST AND CERTAIN FEES

Annex II to Exhibit B-1

CONSOLIDATED EBITDA

“Consolidated EBITDA” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis (including, for the avoidance of doubt, all Associated Practices in accordance with Section 1.3(b), but without giving effect to any APC Excluded Assets), an amount equal to the sum of:

(i)        Consolidated Net Income for such period,

plus

(ii)       to the extent reducing Consolidated Net Income for such period (other than as set forth in clause (R)), and without duplication,

(A)       Consolidated Interest Expense,

(B)       tax expense with respect to income, profits or capital, including franchise, excise and similar taxes (whether paid, unpaid, estimated or accrued) determined on a consolidated basis in accordance with GAAP,

(C)       depreciation and amortization determined on a consolidated basis in accordance with GAAP,

(D)       transaction costs, fees, expenses and other amounts (including any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith) incurred in connection with (i) the Related Transactions² and any Permitted Acquisition or Future Approved Entity Investment permitted hereunder, whether or not consummated, during such period and (ii) any Investment, disposition, Restricted Payment, or the incurrence or repayment of Indebtedness permitted hereunder, or an amendment or waiver in respect of any agreement evidencing Indebtedness permitted hereunder (other than those related to the Transactions or with respect to any amendment or modification of the Loan Documents which shall be added back pursuant to clause (K) below), in each case, whether or not consummated and to the extent paid within twelve (12) months of the closing or effectiveness of such event or the termination or abandonment of such transaction, as the case may be,

(E)       any extraordinary, unusual or non-recurring expense, loss or charge (other than those related to opening de-novo facilities or Associated Practices which shall be added back pursuant to clause (G) below),

(F)       restructuring charges, expense or losses, integration costs, retention, recruiting and relocation expenses, expenses arising from severance of employees or management, consolidation costs, closing costs, business optimization costs, costs associated with curtailments or modifications to pension and post-retirement employee benefit plans and other non-recurring expenses not otherwise added back to Consolidated EBITDA, in each case incurred during such period; provided that the aggregate adjustments made to Consolidated EBITDA pursuant to this clause (ii)(F) and clause (ii)(R) below shall not exceed twenty-five percent (25%) of Consolidated EBITDA in the aggregate for any period, calculated immediately before giving effect to the adjustments made to Consolidated EBITDA pursuant to any such addbacks and the addback in clause (ii)(G) below,

² NTD: Definitions of “Transactions” and “Related Transactions” to be defined in the Facilities Documentation to include the Acquisition, any related debt incurrence and debt refinancing.

(G)       start-up fees, losses, costs, charges or expenses incurred in connection with opening de-novo facilities or in connection with the establishment or acquisition of an Associated Practice, and all losses in respect of any de-novo facility or Associated Practice formed or acquired no earlier than 12 months prior to the first day of, or during, the period; provided that the aggregate amount added back pursuant to this clause (G) for any period shall not exceed twenty-five percent (25%) of Consolidated EBITDA for such period (calculated before giving effect to such addback and the addback in clause (ii)(F) above and clause (ii)(R) below),

(H)       non-cash expenses and charges for share-based compensation, unrealized loss on investments, unrealized losses on hedging activities, non-cash losses from equity method investments and discontinued operations,

(I)       all other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period),

(J)       losses in connection with casualty events to the extent covered by insurance with respect to which the applicable insurer has assumed responsibility (without regard to proceeds of business interruption insurance),

(K)       all transaction fees, charges and other amounts related to the Transactions and any amendment or other modification to the Loan Documents,

(L)       costs, fees and expenses incurred in connection with obtaining credit ratings,

(M)       reasonable expense reimbursements and indemnities and fees of the board of directors (or similar governing body) of the Borrower or any of its Subsidiaries; provided that the aggregate adjustments made to Consolidated EBITDA pursuant to this clause (M) shall not exceed $1,000,000 in the aggregate for any four Fiscal Quarter period,

(N)       loss attributable to non-controlling interests, any income or loss accounted for by the equity method of accounting (except in the case of income to the extent of the amount of cash dividends or cash distributions paid to Borrower or any of its Subsidiaries by the entity accounted for by the equity method of accounting),

(O)       the cumulative effect of a change in accounting principles,

(P)       any unrealized gains or losses in respect of currency exchange and/or hedging agreements,

(Q)       any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person,

(R)       the amount of cost savings, operating expense reductions and business optimization expenses reasonably projected to be realized as a result of actions with respect to which substantial steps have been, will be, or are expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and business optimization expenses had been realized on the first day of such period), which are (A) reasonably expected to have a continuing impact on the Borrower and its Subsidiaries, (B) reasonably expected to be realized within 24 (twenty-four) months after the last day of such period and (C) set forth in reasonable detail on a certificate of a Responsible Officer of the Borrower, minus the amount of actual benefits realized during such period from such actions, and minus amounts previously added back under this clause (ii)(R) that were not actually realized during the projected period; provided that the aggregate adjustments made to Consolidated EBITDA pursuant to this clause (ii)(R) and clause (ii)(F) above shall not exceed twenty-five percent (25%) of Consolidated EBITDA in the aggregate for any period, calculated immediately before giving effect to the adjustments made to Consolidated EBITDA pursuant to any such addbacks and the addback in clause (ii)(G) above,

less

(iii)       to the extent increasing Consolidated Net Income for such period, and without duplication,

(A)       unusual, one-time or non-recurring gains,

(B)       non-cash gains (which shall include, without limitation and for the avoidance of doubt, non-cash unrealized gains on investments and hedging activities and non-cash income from equity method investments), excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash items in any prior period (other than any such accruals or cash reserves that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition);

(C)       any Consolidated EBITDA representing the net income of any Person (other than the Borrower and its Subsidiaries) that is required to be consolidated in the financial statements of the Borrower and its Subsidiaries multiplied by the percentage of such Person’s Capital Stock that is owned by a third party that is wholly unaffiliated with the Borrower and its Subsidiaries; provided that notwithstanding the foregoing, if the Borrower and its Subsidiaries are contractually obligated to purchase all of the remaining portion of the Capital Stock of such Person (and such contractual obligation is included as Consolidated Total Net Debt in accordance with GAAP), the deduct set forth in this clause (iii)(C) shall not apply with respect to the Consolidated Net Income of such Person, and

(D)       any Consolidated EBITDA representing any net income that is attributable to the owners of APC’s Capital Stock pursuant to the APC Performance Incentive Plan,

provided that for purposes of calculating compliance with the financial covenants set forth in Article VI, to the extent that during such period an Acquisition was consummated (including any Acquisition by an Associated Practice, Permitted Acquisition by a Loan Party or other Acquisition approved in writing by the Required Lenders), or any sale, transfer or other disposition of any Person, business, property or assets (which shall be deemed to include any Associated Practice that ceased to be an Associated Practice during such period) occurred, Consolidated EBITDA shall be calculated on a Pro Forma Basis with respect to such Person, Associated Practice, business, property or assets so acquired or disposed of; provided, further that no payments or other amounts received by the Borrower or any Subsidiary from CMS pursuant to the “NextGen ACO shared savings program” shall be treated as unusual, one-time or non-recurring income or gains for purposes of calculating Consolidated EBITDA.

EXHIBIT B-2

$100,000,000 Senior Secured Revolving Credit Facility

Summary of Terms³

³ All capitalized terms used but not defined herein shall have the meanings given to such terms in the Commitment Letter to which this Revolver Term Sheet is attached.

Annex I to Exhibit B-2

INTEREST AND CERTAIN FEES

EXHIBIT C

Project Prime

Summary of Conditions Precedent

The availability and/or initial borrowings under the Facilities on the Closing Date shall be subject to the Certain Funds Provisions and the satisfaction (or waiver by the Lead Arrangers) of solely the following conditions (in addition to the other Exclusive Funding Conditions):

For the avoidance of doubt, the amount of the Bridge Facility to be funded at Closing shall be subject to the Bridge Facility Reduction Provision.