INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May [•], 2020, by and between Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 18, 2020 by and between Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
60,000,000 Units Jaws Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
Jaws Acquisition Corp. Miami Beach, FL 33139Jaws Acquisition Corp. • April 28th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 13, 2020 by and between Jaws Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 19th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 13, 2020, is entered into by and between Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jaws Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 19th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 2020, is made and entered into by and among Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”), Jaws Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Jaws Acquisition Corp. Miami Beach, FL 33139Letter Agreement • May 19th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 69,000,000 of the Company’s units (including 9,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registra
INDENTURE Dated as of September 30, 2021 among CANO HEALTH, LLC, as Issuer, the GUARANTORS named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee, 6.250% SENIOR NOTES DUE 2028Indenture • October 4th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This INDENTURE, dated as of September 30, 2021, is among Cano Health, LLC (the “Issuer”), a Florida limited liability company, the guarantors party hereto (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
WARRANT AGREEMENT JAWS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 18, 2020Warrant Agreement • May 19th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated May 18, 2020, is by and between Jaws Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
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”).
CREDIT AGREEMENT dated as of November 23, 2020, among CANO HEALTH, LLC, as the Borrower, PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC, as Holdings, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT...Credit Agreement • April 2nd, 2021 • Jaws Acquisition Corp. • Services-offices & clinics of doctors of medicine • New York
CREDIT AGREEMENT, dated as of November 23, 2020 (this “Agreement”), by and among CANO HEALTH, LLC, a Florida limited liability company (the “Borrower”), PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS and the ISSUING BANKS from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent and collateral agent for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2022 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Employment Agreement (“Agreement”) is made among Cano Health, LLC (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”) and Robert Camerlinck (the “Executive”), effective as of 08/01/2022 (the “Effective Date”). Effective upon the Effective Date, this Agreement supersedes in all respects all prior agreements between the Executive and the Company or Parent or any of their subsidiaries regarding the subject matter herein.
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • January 25th, 2021 • Jaws Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 11, 2020, by and between Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), and Cano America, LLC, a Florida limited liability company (the “Supporting Seller Unitholder”). Each of JAWS and the Supporting Seller Unitholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Jaws Acquisition Corp., a Cayman Islands exempted company (“Jaws”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Jaws, Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), Jaws Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”) and the other parties thereto, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a subsidiary of Jaws, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2024 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Employment Agreement (“Agreement”) is made among Cano Health, LLC (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”), and Robert Camerlinck (the “Executive”), effective as of January 1, 2024 (the “Effective Date”).
CREDIT AGREEMENT dated as of February 24, 2023, among CANO HEALTH, LLC, as the Borrower, PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC, as Holdings, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK,...Credit Agreement • February 27th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • New York
CREDIT AGREEMENT, dated as of February 24, 2023 (this “Agreement”), by and among CANO HEALTH, LLC, a Florida limited liability company (the “Borrower”), PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent and collateral agent for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2022 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Employment Agreement (“Agreement”) is made among Cano Health, LLC (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”) and David Armstrong (the “Executive”), effective as of March 15, 2022 (the “Effective Date”). Effective upon the Effective Date, this Agreement supersedes in all respects all prior agreements between the Executive and the Company or Parent or any of their subsidiaries regarding the subject matter herein.
THIRD AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 16th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This THIRD AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT, dated as of June 29, 2021 (as it may be amended from time to time, this “Third Amendment”), by and among CANO HEALTH, LLC, a Florida limited liability company (the “Borrower”), PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent and collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”) under the Loan Documents, the Initial Third Amendment Incremental Term Lenders and the other Lenders party hereto.
Ms. Patricia K. Ferrari Bedford, NY 10506 Dear Ms. Ferrari:Director Services Agreement • December 18th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Director Services Agreement (the “Agreement”) sets out the terms upon which you, Ms. Patricia K. Ferrari (“Director” or “you”), have agreed to act as an independent director on the board of directors (the “Board”) of Cano Health, Inc., a Delaware corporation (the “Company”), with effect from the date that the Company’s Board of Directors appoints you to the Board (the “Effective Date”), to be no later than December 31, 2023.
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”).
AMENDED AND RESTATED CLAIMS RECOVERY AND ASSIGNMENT AGREEMENTClaims Recovery and Assignment Agreement • July 17th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS AMENDED AND RESTATED CLAIMS RECOVERY AND ASSIGNMENT AGREEMENT (the “Agreement”) is entered into by and between Cano Health, LLC, a Florida limited liability company, on behalf of itself and its designated subsidiaries and controlled network affiliates under risk-sharing contracts with capitated health plans including Medicare Advantage Plans that have contracted with the Centers for Medicare and Medicaid Services (“CMS”) to provide healthcare services, with its principal business address at 9725 NW 117th Avenue, Suite 200, Miami, Florida 33178 (“Assignor”), Series 17-03-569, a designated series of MSP Recovery Claims, Series LLC, a Delaware series limited liability company, together with its affiliates, successors, and permitted assigns, with its principal business address at 2701 S. Le Jeune Road, Tenth Floor, Coral Gables, Florida 33134 (“Assignee”), and MSP Recovery, LLC, a Florida limited liability company (“MSP Recovery”), and is effective as of December 31, 2021 (the “Effect
TAX RECEIVABLE AGREEMENT by and among CANO HEALTH, INC. and THE PERSONS NAMED HEREIN Dated as of June 3, 2021Tax Receivable Agreement • June 25th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of June 3, 2021, and is by and among Cano Health, Inc., a Delaware corporation (“Corporate Taxpayer”), Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (“OpCo”), Jaws Sponsor LLC, a Delaware limited liability company (“Sponsor”, and in its capacity as the Sponsor Party Representative, “Sponsor Party Representative”), Primary Care (ITC) Holdings, LLC, a Delaware limited liability company (“Initial Seller”), Panacea TRA Trust, a statutory trust under the Delaware Statutory Trust Act, 12 Del C §§ 3801 et seq. (“Trust”), Cano America, LLC, a Florida limited liability company (“Cano America”), ITC Rumba LLC, a Delaware limited liability company (“InTandem”), and each of the other persons from time to time that becomes a “TRA Party” or a “Sponsor Party” pursuant to Section 7.6(a) hereto ((i) each of the Initial Seller, InTandem, and each of the other persons from time to time that becomes a “TRA
ContractAsset Purchase Agreement • September 29th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine
On September 25, 2023, Cano Health, LLC (“Cano Health”), a wholly-owned subsidiary of Cano Health, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Primary Care Holdings II, LLC, a wholly owned subsidiary of Humana Inc. (“CenterWell”), Cano Health Texas, PLLC and Cano Health Nevada, PLLC (together with Cano Health, the “Sellers” and each, a “Seller”), and, for the limited purposes provided therein, the Company. Pursuant to the terms of the Agreement, CenterWell acquired from the Sellers substantially all of the assets associated with the operation of Cano Health’s senior-focused primary care centers in Texas and Nevada (such centers, the “Centers,” and such transaction, the “Transaction”). The Transaction is considered a significant disposition for purposes of Item 2.01 of Form 8-K.
SECOND AMENDMENT TO AMENDED AND RESTATED CLAIMS RECOVERY AND ASSIGNMENT AGREEMENTClaims Recovery and Assignment Agreement • July 17th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CLAIMS RECOVERY AND ASSIGNMENT AGREEMENT (this “Second Amendment”), effective as of March 31, 2023 (the “Effective Date”), is entered into by and among Cano Health, LLC, a Florida limited liability company, on behalf of itself and its designated subsidiaries and controlled network affiliates under risk-sharing contracts with capitated health plans including Medicare Advantage plans that have contracted with the Centers for Medicare and Medicaid Services (“CMS”) to provide healthcare services with its principal business address at 9725 NW 117th Avenue, Suite 200, Miami, Florida 33178 (“Assignor”), Series 17-03-569, a designated series of MSP Recovery Claims, Series LLC, a Delaware series limited liability company, together with its affiliates, successors, and permitted assigns, with its principal business address at 2701 S. Le Jeune Road, 10th Floor, Coral Gables, Florida 33134 (“Assignee”), and MSP Recovery, LLC, a Florida limited liability
FOURTH AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This FOURTH AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO CREDIT AGREEMENT, dated as of September 30, 2021 (as it may be amended from time to time, this “Fourth Amendment”), by and among CANO HEALTH, LLC, a Florida limited liability company (the “Borrower”), PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent and collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”) under the Loan Documents and as an Issuing Bank, the Initial Fourth Amendment Incremental Term Lenders, the 2021 Incremental Revolving Lenders and the other Lenders party hereto (in each case as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG JAWS ACQUISITION CORP. JAWS MERGER SUB, LLC PRIMARY CARE (ITC) HOLDINGS, LLC AND PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC DATED AS OF NOVEMBER 11, 2020Business Combination Agreement • November 12th, 2020 • Jaws Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 11, 2020 (the “Effective Date”), is made by and among Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), Jaws Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Primary Care (ITC) Holdings, LLC, a Delaware limited liability company (the “Seller”), and Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”). JAWS, Merger Sub, Seller and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Separation Agreement and Release of ClaimsSeparation Agreement and Release of Claims • June 20th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine
This Separation Agreement and Release of Claims (the “Release”) is entered into by and among Cano Health, LLC (the “Company”), Cano Health, Inc. (the “Parent”), and Marlow Hernandez (the “Executive”) (collectively, the “Parties”) in connection with the “Employment Agreement” among the Executive, the Company and the Parent. Terms with initial capitalization that are not otherwise defined in this Release have the meanings set forth in the Employment Agreement. The consideration for the Executive’s agreement to this Release consists of the severance pay and benefits set forth in Section 6 of the Employment Agreement, subject to the Employment Agreement’s terms and conditions and the amendment to the terms of Executive’s outstanding equity awards as described in the letter agreement between Executive and the Parent, dated June 18, 2023 (the “Equity Letter”).
Amendment to Employment AgreementAmendment to Employment Agreement • April 1st, 2024 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine
This Amendment to Employment Agreement (the “Amendment”) is made among Cano Health, LLC (the “Company”), Cano Health, Inc., a Delaware corporation (the “Parent”), and Eladio Gil (the “Executive”), effective as of March 28, 2024 (the “Effective Date”). The Company, Parent and the Executive may each be referred to as a “Party” and collectively as the “Parties.”
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.
PURCHASE AGREEMENT BY AND AMONG UNIVERSITY HEALTH CARE PHARMACY, INC, EACH OF THE SELLERS, EACH OF THE BENEFICIAL OWNERS, CANO HEALTH, INC., CANO HEALTH, LLC, CANO PHARMACY, LLC, CANO HEALTH OF WEST FLORIDA, LLC, MARGARITA QUEVEDO, AS SELLERS’...Purchase Agreement • June 14th, 2021 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made as of June 11, 2021, by and among: (i) University Pharmacy (as defined herein), (ii) each Seller (as defined herein), (iii) each Beneficial Owner (as defined herein), (iv) Cano Health, LLC, a Florida limited liability company (“Cano Health”), Cano Pharmacy, LLC, a Florida limited liability company (“Cano Pharmacy”), Cano Health of West Florida, LLC, a Florida limited liability company (“Cano MSO”) and Cano Health, Inc., a Delaware corporation (“CHI” and together with Cano Health, Cano Pharmacy and Cano MSO, each, a “Buyer” and collectively, the “Buyers”), (v) Margarita Quevedo in her capacity as Sellers’ Representative (“Sellers’ Representative”), and (vi) solely with respect to Section 6.4, Michael Quevedo. University Pharmacy, the Sellers, the Beneficial Owners, Buyers, and Sellers’ Representative are referred to collectively herein as the “Parties” and each individually as a “Party.”
ASSET PURCHASE AGREEMENT AMONG PRIMARY CARE HOLDINGS II, LLC CANO HEALTH, LLC, THE RELATED CONSOLIDATED ENTITIES, AND (SOLELY FOR THE LIMITED PURPOSES SET FORTH HEREIN) CANO HEALTH, INC. September 25, 2023Asset Purchase Agreement • September 29th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of the 25th day of September, 2023, by and among Primary Care Holdings II, LLC, a Delaware limited liability company (“Buyer”), Cano Health, LLC, a Florida limited liability company (the “Company”), each of the Related Consolidated Entities (as defined herein) (together with the Company, the “Sellers” and each, a “Seller”), and, solely for purposes of Sections 7.3 and 8.17 of this Agreement, Cano Health, Inc., a Delaware corporation (“Parent”).
WARRANT AGREEMENT CANO HEALTH, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 24, 2023Warrant Agreement • February 27th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 24, 2023 (the “Issuance Date”), is by and between Cano Health, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and transfer agent of the Company (in such capacity, the “Transfer Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Employment Agreement (the “Agreement”), dated as of May 19th, 2023 is effective as of the Commencement Date (defined below) between Cano Health, LLC (d/b/a Cano Health), a Florida limited liability company (the “Company”), and Eladio Gil, an individual (the “Executive”).
Amendment to Employment AgreementEmployment Agreement • September 29th, 2023 • Cano Health, Inc. • Services-offices & clinics of doctors of medicine
This Amendment to Employment Agreement (the “Amendment”) is dated as of September 28, 2023 (the “Effective Date”) and is between Cano Health, LLC (d/b/a Cano Health), a Florida limited liability company (the “Company”) and Eladio Gil, an individual (the “Executive”). The Company and the Executive may each be referred to as a “Party” and collectively as the “Parties.”
