POWER OF ATTORNEY

         The undersigned does hereby constitute and appoint Michael Wilson and
      Sam Rosenberg as attorney- in-fact for and in the name of the undersigned,
      to:

          1.      Execute for and on behalf of the undersigned any (a) Form
      3, Form 4 and Form 5 (including amendments thereto) in accordance with
      Section 16(a) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), (b) Form 144 (including amendments thereto), (c) Schedule
      13D and Schedule 13G (including amendments thereto) in accordance with
      Sections 13(d) and 13(g) of the Exchange Act, and (d) any Joint Filing
      Agreement with respect to the foregoing, but only to the extent each form
      or schedule relates to the undersigned's beneficial ownership of
      securities of P3 Health Partners Inc. or any of its subsidiaries;

          2.      Do and perform any and all acts for and on behalf of
       the undersigned that may be necessary or desirable to complete and
       execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule
       13G (including amendments thereto), or Joint Filing Agreement and timely
       file the forms or schedules with the Securities and Exchange Commission
       and any stock exchange or quotation system, self-regulatory association
       or any other authority, and provide a copy as required by law or
       advisable to such persons as the attorney-in-fact deems appropriate; and

          3.      Take any other action in connection with the foregoing
       that, in the opinion of the attorney-in-fact, may be of benefit to, in
       the best interest of or legally required of the undersigned, it being
       understood that the documents executed by the attorney-in-fact on behalf
       of the undersigned pursuant to this Power of Attorney shall be in the
       form and shall contain the terms and conditions as the attorney-in- fact
       may approve in the attorney-in-fact's discretion.

          The undersigned hereby grants to the attorney-in-fact full power
       and authority to do and perform all and every act requisite, necessary or
       proper to be done in the exercise of any of the rights and powers granted
       herein, 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 the attorney-in-fact
       shall lawfully do or cause to be done by virtue of this Power of Attorney
       and the rights and powers granted herein. The undersigned acknowledges
       that the attorney-in-fact, in serving in such capacity at the request of
       the undersigned, is not assuming any of the undersigned's
       responsibilities to comply with Section 16 of the Exchange Act.

          The undersigned agrees that the attorney-in-fact may rely entirely
       on information furnished orally or in writing by or at the direction of
       the undersigned to the attorney-in-fact.

          This Power of Attorney shall remain in full force and effect until
       the undersigned is no longer required to file Form 3, Form 4, Form 5,
       Form 144, Schedule 13D and Schedule 13G (including amendments thereto)
       with respect to the undersigned's holdings of and transactions in
       securities issued by P3 Health Partners Inc., unless earlier revoked by
       the undersigned in a signed writing delivered to the attorney-in-fact.
       This Power of Attorney does not revoke any other power of attorney that
       the undersigned has previously granted.


          IN WITNESS WHEREOF, the undersigned has caused this Power of
       Attorney to be executed as of this 13th day of December, 2021.



                                    CHICAGO PACIFIC FOUNDERS UGP, LLC

                                    By:    /s/ Michael Wilson
                                    Name:  Michael Wilson
                                    Title: Chief Financial Officer and
                                           Chief  Compliance Officer

                                    CHICAGO PACIFIC FOUNDERS GP, L.P.

                                    By:    /s/ Michael Wilson
                                    Name:  Michael Wilson
                                    Title: Chief Financial Officer and
                                           Chief  Compliance Officer

                                    CHICAGO PACIFIC FOUNDERS FUND, L.P.

                                    By:    /s/ Michael Wilson
                                    Name:  Michael Wilson
                                    Title: Chief Financial Officer and
                                           Chief  Compliance Officer

                                    CHICAGO PACIFIC FOUNDERS FUND-A, L.P.

                                    By:    /s/ Michael Wilson
                                    Name:  Michael Wilson
                                    Title: Chief Financial Officer and
                                           Chief  Compliance Officer

                                    CHICAGO PACIFIC FOUNDERS FUND-B, L.P.

                                    By:    /s/ Michael Wilson
                                    Name:  Michael Wilson
                                    Title: Chief Financial Officer and
                                           Chief  Compliance Officer