CANO HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of June 3, 2021(the “Effective Date”) by and between Cano Health, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Employment Agreement (“Agreement”) is made among Cano Health, LLC (the “Company”), JAWS Acquisition Corp., a Cayman Islands exempted company (the “Parent”) and Dr. Marlow Hernandez (the “Executive”). Effective upon the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of the date hereof, by and between the Parent, and Primary Care (ITC) Holdings, LLC, a Delaware limited liability company and indirect owner of all outstanding membership interests of the Company (the “Business Combination Agreement”), this Agreement supersedes in all respects all prior agreements between the Executive and the Company or any of its subsidiaries regarding the subject matter herein, including, without limitation, the Employment Agreement between the Executive and the Company, dated as of December 23, 2016 (the “Prior Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Amended and Restated Employment Agreement (the “Agreement”) is made between Cano Health, LLC (d/b/a Cano Health), a Delaware limited liability corporation (together with its subsidiaries, the “Company”), and David Armstrong (the “Executive”) and shall be effective as of June 3, 2021 (the “Amendment Date”). This Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation, the Employment Agreement between the Executive and the Company dated as of July 2018 (the “Prior Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021 by and between (a) [Cano Health, Inc.], a Delaware corporation (as successor-in-interest to JAWS Acquisition Corp., a Cayman Islands exempted company) (the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of [•], 2020, by and among the Company, JAWS Merger Sub, LLC, a Delaware limited liability company, Primary Care (ITC) Holdings, LLC, a Delaware limited liability company and Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (as it may be amended or supplemented from time to time, the “BCA”).
PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 3, 2021Limited Liability Company Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Second Amended and Restated Limited Liability Company Agreement, dated as of [●], 2021 (this “Agreement”), is entered into by and among Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), Cano Health, Inc. (f/k/a Jaws Acquisition Corp.), a Delaware corporation, as Managing Member and on its behalf, and the Members. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
INVESTOR AGREEMENTInvestor Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is entered into as of June 3, 2021, by and among Cano Health, Inc. (f/k/a Jaws Acquisition Corp.), a Delaware corporation (the “Company”), Primary Care (ITC) Holdings, LLC, a Delaware limited liability company (“ITC Holdings”), the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”) and each of the individuals listed on Schedule II hereto (each, a “Jaws Director”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE CANO HEALTH, INC.Incentive Stock Option Agreement • June 9th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine
Pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Cano Health, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares specified above (the “Option Shares”) of Class A Common Stock, par value $0.001 per share of the Company (the “Stock”) at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan.
