LIMITED POWER OF ATTORNEY
The
undersigned hereby constitutes and appoints each of David Armstrong, Esq. and
Michael T. Sheehan, Esq., signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Cano Health, Inc., a
Delaware
corporation (the "Company"), from time to time the following U.S.
Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any
attached documents (such as Update Passphrase Authentication), to effect the
assignment of codes to the
undersigned to be used in the transmission of information to the SEC using
the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of Changes
in Beneficial
Ownership of Securities, including any attached documents; (iv) Form 5,
Annual Statement of Beneficial Ownership of Securities in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including
any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of
each thereof, in accordance with the Securities Exchange Act of 1934, as
amended, and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute any
such
Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The
undersigned hereby grants to each such attorney-in-fact, acting singly, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 or
Regulation 13D-G of the Securities Exchange Act of 1934, as amended.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior
power of attorney
in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of, or legal counsel to, the
Company.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of December 27, 2023.
|
/s/ Carol Flaton
|
|
|
Name: Carol Flaton
|
|