Elliot Cooperstone, Lewis Gold and Barry Sternlicht issued the below letter to Cano Health, Inc. (?Cano? or the ?Company?) stockholders. As a reminder, the Group?s advocacy this past spring resulted in overwhelming WITHHOLD votes against Dr. Alan Muney and Kim Rivera, who were the two members of the Board of Directors (the ?Board?) standing for re-election at the Annual Meeting of Stockholders (the ?Annual Meeting?) held on June 15, 2023.

Since the Annual Meeting, the following has occurred: The Board has disregarded the unambiguous results of the Annual Meeting, where more than 82% of the votes cast WITHHELD support for Dr. Alan Muney and Kim Rivera. The company question how Dr. Muney, Chair of the Compensation Committee, and Ms. Rivera, Chair of the Nominating & Corporate Governance Committee, can possibly continue to retain their leadership positions as Committee Chairs, much less their board seats. Their unwillingness to step down from the Board reflects a clear disregard for good corporate governance and the will of the stockholders they are supposed to represent.

This seems to align with the Board?s general unwillingness to adopt the widely utilized ?Majority Voting Standard,? which the Council of Institutional Investors estimates has been adopted by the vast majority of S&P 500 companies and a majority of Russell 3000 companies. The Board has elected to keep Dr. Marlow Hernandez as a director, despite him being a failed leader who should have been required to step off following his recent resignation as an executive.

Dr. Hernandez?s employment agreement plainly stated that ?the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive?s employment for any reason.?Mr. Kent needs to be given the opportunity to refresh the leadership team and put Cano on the path to value creation, which it believe he cannot do with Dr. Hernandez?s continued involvement in any capacity at the Company. Beyond this, it question how Dr. Hernandez can continue to even serve as a fiduciary when he is in debt to executives of Cano and still entangled with other related-party transactions. The Board continues to keep in place Sol Trujillo as Chairman and Angel Morales as Chair of the Audit Committee.

This is a slap in the face to stockholders considering that they both acted as blind allies of Dr. Hernandez, having stood by him as approximately 90% of Cano?s equity market value was destroyed. It hold Messrs. Trujillo and Morales directly accountable for Cano?s shoddy governance, back-to-back delayed 10-Ks and participation in the egregious $57.8 million transaction with MSP Recovery, Inc. (?MSP?).

It firmly believe Messrs. Trujillo and Morales knew Cano would be issued practically worthless MSP shares in exchange for sold receivables, which was recently confirmed in MSP?s July 7th 8-K filing.1 In view, this speaks to their motivations in not bringing such a significant transaction to their fellow directors for approval in the first place. The Board remains comfortable with sweetheart severance deals for executives, as evidenced by what it deem to be a golden parachute for Dr. Hernandez.

It is completely irresponsible for these directors, who claim to be prioritizing stockholders? interests, to be authorizing sweetheart deals for failed leaders from scarce stockholder capital. Directors Muney and Rivera as well as Jacqueline Guichelaar remain unwilling to buy any stock of the Company on the open market, thereby perpetuating their misalignment with stockholders.

It do not believe a Board comprised of such misaligned and uncommitted independent members should continue to deny a critical mass of stockholders a say in the Company?s future. The Board has refused to include Guy P. Sansone and Joseph Berardo, Jr., who put forth as director candidates, in its purported refreshment process. This is the case despite Messrs.

Sansone and Berardo having valuable experience with liquidity-constrained companies in the healthcare services industry. It seriously question how these directors can be so arrogant as to try to pick their own colleagues and replacements above the clear objections of major stockholders.