SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

Cano Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

Dr. Lewis Gold

1235 Spanish River Road

Boca Raton, Florida 33432

(954) 557-7565

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 2, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 13781Y103

	1	NAME OF REPORTING PERSON
			EGGE, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Florida
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,233,085
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,233,085
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,233,085
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			OO

2

CUSIP No. 13781Y103

	1	NAME OF REPORTING PERSON
			EG Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Florida
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,391,935
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,391,935
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,391,935
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			OO

3

CUSIP No. 13781Y103

	1	NAME OF REPORTING PERSON
			Lewis Gold
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			PF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,706,760
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,706,760
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,706,760
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			IN

4

CUSIP No. 13781Y103

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), of Cano Health, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 9725 NW 117th Avenue, Miami, Florida 33178.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) EGGE, LLC, a Florida limited liability company (“EGGE”) with respect to the shares of the Class A Common Stock directly beneficially owned by it;

(ii) EG Advisors, LLC, a Florida limited liability company (“EG Advisors”) with respect to the shares of Class A Common Stock directly and beneficially owned by it; and

(iii) Dr. Lewis Gold, with respect to the shares of Class A Common Stock directly and beneficially owned by him.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are parties to that certain Group Agreement (as defined and further described in Item 6) with Barry Sternlicht, Elliot Cooperstone and certain of their affiliates. As a result, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that collectively beneficially owns more than 5% of the Issuer’s outstanding shares of Class A Common Stock. It is the understanding of the Reporting Persons that each of Messrs. Sternlicht and Cooperstone (and, if applicable, the relevant affiliates thereof) will file separate Schedules 13D with respect to their respective ownership of Class A Common Stock pursuant to Rule 13d-1(k)(2) of the Exchange Act. Reference is made to such Schedules 13D for information concerning Messrs. Sternlicht and Cooperstone and their investment in the Issuer.

(b)       The address of the principal office of each of the Reporting Persons is 1235 Spanish River Road, Boca Raton, Florida 33432.

(c)       Dr. Gold’s principal occupation is serving as Co-Founder and Chairman of Advanced Recovery Systems, LLC and as Co-Managing Member of EG Advisors. The principal business of EG Advisors is serving as the investment manager of EGGE. The principal business of EGGE is investing in securities.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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CUSIP No. 13781Y103

(f)       EGGE and EG Advisors are organized under the laws of the state of Florida. Mr. Gold is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Class A Common Stock directly beneficially owned by each of EGGE and EG Advisors were received in connection with the merger described in that certain Business Combination Agreement, dated as of November 11, 2020, as amended (the “Merger”), by and among the Issuer (formerly known as Jaws Acquisition, Corp.), Jaws Merger Sub, LLC, Primary Care (ITC) Holdings, LLC (the “Predecessor Company”) and the other parties thereto, through an exchange of membership interests in and options held with respect to the Predecessor Company. On the effective date of the Merger, the closing price of the shares of Class A Common Stock was $14.75 per share of Class A Common Stock.

300,000 shares of the Class A Common Stock directly beneficially owned by Dr. Gold were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 300,000 shares of Class A Common Stock directly beneficially owned by Dr. Gold is approximately $2,042,076, excluding brokerage commissions.

In connection with Dr. Gold’s prior service on the Board of Directors of the Issuer (the “Board”), Dr. Gold was awarded restricted stock units representing 14,825 shares of Class A Common Stock, which fully vested prior to his resignation from the Board.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the shares of Class A Common Stock based on the Reporting Persons’ belief that the shares of Class A Common Stock, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On March 30, 2023, Dr. Gold, Mr. Cooperstone and Mr. Barry Sternlicht resigned as members of the Board (collectively, the “Former Directors”). On April 2, 2023, the Former Directors and certain of their affiliates entered into the Group Agreement (as defined below) pursuant to which they agreed to act together to pursue changes at the Issuer to enhance shareholder value. The Reporting Persons expect such changes to include, but not be limited to, the replacement of the CEO, sale of non-core assets and a reconstitution of the Board. The Former Directors and certain of their affiliates may be deemed to be a group (the “Group”) for the purposes of Section 13(d)(3) of the Exchange Act. As more fully set forth in Item 5(a) hereof, assuming full vesting and conversion of any convertible securities held by the Group, the aggregate voting power of the Group is approximately 35.7% based on an aggregate of 528,178,564 shares of Class A Common Stock and Class B common stock $0.0001 par value (the “Class B Common Stock”) outstanding as of March 13, 2023 as set forth in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2023.

The Group Agreement, as defined and described in Item 6 of this Schedule 13D, is attached as Exhibit 99.1 hereto and incorporated herein by reference. The Reporting Persons understand that the other Former Directors (and, if applicable, the relevant affiliates thereof) will make one or more separate Schedule 13D filings pursuant to Rule 13d-1(k)(2) under the Exchange Act containing their respective information. The Reporting Persons assume no responsibility for the information contained in any such Schedule 13D filed by any other Former Director or any affiliate thereof. The Reporting Persons expressly disclaim beneficial ownership of any securities owned or acquired by other members of the Group.

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CUSIP No. 13781Y103

In connection with Dr. Gold’s resignation from the Board, Dr. Gold delivered a letter via email to the Board, which is attached as Exhibit 99.2 hereto (the “Resignation Letter”) and is incorporated by reference in its entirety into this Item 4.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Issuer’s securities, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional securities, selling some or all of their securities, engaging in short selling of or any hedging or similar transaction with respect to the securities, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

(a)       The aggregate percentage of shares of Class A Common Stock reported owned by each person named herein is based upon 264,174,645 shares of Class A Common outstanding as of March 13, 2023, which is the total number of shares of Class A Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2023.

As of the date hereof, EGGE directly beneficially owns 1,233,085 shares of Class A Common Stock, constituting less than 1% of the Class A Common Stock outstanding.

As of the date hereof, EG Advisors directly beneficially owns 158,850 shares of Class A Common Stock. As the investment manager of EGGE, EG Advisors may also be deemed to beneficially own the 1,233,085 shares of Class A Common Stock, which together with the 158,850 shares of Class A Common Stock directly beneficially owned by EG Advisors, constitutes an aggregate of 1,391,935 shares of Class A Common Stock or less than 1% of the Class A Common Stock outstanding.

As of the date hereof, Dr. Gold directly beneficially owns 314,825 shares of Class A Common Stock. As the Co-Managing Member of EG Advisors, Dr. Gold may also be deemed to beneficially own the 1,233,085 shares of Class A Common Stock directly owned by EGGE and the 158,850 shares of Class A Common Stock directly owned by EG Advisors, which together with the 314,825 shares of Class A Common Stock directly beneficially owned by Dr. Gold, constitutes an aggregate of 1,706,760 shares of Class A Common Stock or less than 1% of the Class A Common Stock outstanding.

As a result of entering into the Group Agreement (as defined below), the Reporting Persons and the other parties thereto may be deemed to have formed a “group” pursuant to Rule 13d-5(b)(1) promulgated under the Exchange Act. The Reporting Persons have been advised that (i) Mr. Sternlicht may be deemed to beneficially own 25,480,624 shares of Class A Common Stock and (ii) Mr. Cooperstone and his affiliates may be deemed to beneficially own 14,825 shares of Class A Common Stock and 159,780,988 shares of Class B Common Stock. Additionally, EGGE directly beneficially owns 1,233,085 shares of Class B Common Stock and EG Advisors directly beneficially owns 158,850 shares of Class B Common Stock. Accordingly, assuming full vesting and conversion of any convertible securities held by the Group, the aggregate voting power of the Group is approximately 35.7% based on an aggregate of 528,178,564 shares of Class A Common Stock and Class B Common Stock outstanding as of March 13, 2023 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2023. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer owned by the other members of the Group.

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CUSIP No. 13781Y103

(b)       Each of the Reporting Persons have the sole power to vote and dispose of the shares of Class A Common Stock owned by that Reporting Person.

(c)       No Reporting Person has entered into any transactions in the securities of the Issuer during the past sixty days.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer.

(e)       Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On April 2, 2023, the Reporting Persons, the other Former Directors and the other parties named therein entered into the Group Agreement, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference (the “Group Agreement”). Pursuant to the terms of the Group Agreement, the parties thereto have agreed, among other things, (i) to form the Group for the purpose of working together to enhance shareholder value at the Issuer and (ii) to the filing, separately or jointly, of Schedule(s) 13D on behalf of each of them with respect to the securities of the Issuer. The Group Agreement provides, among other things, that any party thereto may terminate his or its rights and obligations (subject to the surviving rights and obligations referred to therein) under the Group Agreement on 24 hours’ written notice to all other parties thereto.

On June 3, 2021, the Issuer, Primary Care (ITC) Intermediate Holdings, LLC (“PCIH”), certain equityholders of the Issuer, including Dr. Gold (collectively, the “Investors”), and the other parties thereto, entered into an investor agreement (the “Investor Agreement”) with respect to the Issuer. Pursuant to the Investor Agreement, among other things, certain of the Investors, including Dr. Gold, were granted certain registration rights and certain preemptive rights with respect to their respective shares of Class A Common Stock. In addition, the Investor Rights Agreement previously contained certain transfer restrictions, which have since terminated and are of no further force or effect. The foregoing description of the Investor Agreement is qualified in its entirety by reference to the Investor Agreement, which is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

On June 3, 2021, the Issuer, PCIH and the members thereof, including EGGE and EG Advisors (collectively, the “Members”), entered into that certain Second Amended and Restated Limited Liability Company Agreement of PCIH (the “PCIH LLC Agreement”). Pursuant to the PCIH LLC Agreement, certain holders of Class A Common Units (as defined in the PCIH LLC Agreement), including EGGE and EG Advisors, are permitted to exchange their Class A Common Units for an equal number of Class A Shares of the Issuer and a corresponding cancellation of an equal number of Class B Shares of the Issuer, subject to the terms and conditions therein. The foregoing description of the PCIH LLC Agreement is qualified in its entirety by reference to the PCIH LLC Agreement, which is attached as Exhibit 99.4 hereto and is incorporated herein by reference.

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CUSIP No. 13781Y103

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Group Agreement, dated as of April 2, 2023, by and among ITC Rumba, LLC, Elliot Cooperstone, EGGE, LLC, EG Advisors, LLC, Lewis Gold and Barry Sternlicht.

99.2 Resignation Letter, dated March 31, 2023, from Dr. Lewis Gold to the Board of Directors of Cano Health, Inc.

99.3 Investor Agreement, dated June 3, 2021 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2021).

99.4 PCIH LLC Agreement, dated June 3, 2021 (incorporated by reference to Exhibit 3.3 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2021).

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CUSIP No. 13781Y103

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 4, 2023

EGGE, LLC
By:	/s/ Lewis Gold
	Name:	Lewis Gold
	Title:	Co-Managing Member

EG Advisors, LLC
By:	/s/ Lewis Gold
	Name:	Lewis Gold
	Title:	Co-Managing Member

/s/ Lewis Gold

Lewis Gold

10

EX-99.1

GROUP AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Cano Health, Inc., a Delaware corporation (the “Company”);

WHEREAS, ITC Rumba, LLC and Elliot Cooperstone (collectively, “ITC Rumba”), EGGE, LLC, EG Advisors, LLC and Lewis Gold (collectively, “EGGE”), and Barry Sternlicht (collectively with any affiliated person who may beneficially own shares of the Company, “Mr. Sternlicht” and, together with ITC Rumba and EGGE, the “Group”), wish to form the Group for the purpose of working together to enhance shareholder value at the Company and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 2^nd day of April 2023 by the parties hereto:

1.Each of the undersigned agrees to form a “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the securities of the Company. In furtherance of the foregoing and in accordance with Rule 13d-1(k) of the Exchange Act, the parties shall file, separately or jointly, a Schedule(s) 13D and any amendments thereto with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members of the Group, unless such member knows or has reason to know that such information is inaccurate.

2.For so long as this Group Agreement (the “Agreement”) is in effect, each of the undersigned shall provide prompt written notice to each of Olshan Frome Wolosky LLP (“Olshan”), Willkie Farr & Gallagher LLP (“Willkie”) and Mr. Gold, such notice to be given no later than 24 hours after each such transaction referred to in this Section 2, of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership; provided, however, that each party agrees not to purchase or sell securities of the Company or otherwise increase or decrease its economic exposure to or beneficial ownership over the securities of the Company if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing (including, but not limited to, a Schedule 13D amendment, Form 3 or Form 4 with the Securities and Exchange Commission (the “SEC”)) without using its reasonable efforts to give the other members of the Group at least twelve (12) hours prior written notice. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

3.Each of the undersigned agrees to form the Group for the purpose of working together to enhance shareholder value at the Company, including taking such other actions as the parties deem advisable, and taking all other action necessary or advisable to achieve the foregoing.

4.Each of the undersigned shall be responsible for its own out-of-pocket costs and expenses incurred in connection with the Group’s activities set forth in Section 3, including in connection with the preparation of this Agreement and any future SEC filings.

5.Each of the undersigned agrees that any SEC filing, press release, public stockholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be mutually agreeable among ITC Rumba, EGGE and Mr. Sternlicht. Such parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities.

6.Each of the undersigned agrees to provide written notice to ITC Rumba, EGGE and Mr. Sternlicht, or their representatives at Olshan and Willkie, of any communications made by or on behalf of the Company or its representatives to any member of the Group within 24 hours of such communications occurring.

7.The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to create any duties (including any fiduciary duties) among the members of the Group except for the obligations expressly set forth in this Agreement. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws and the terms of this Agreement.

8.This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

10.Each party hereby waives the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document, and also waives the right to a trial by jury in respect of this Agreement and the transactions contemplated hereby.

11.The parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4, Section 9, Section 10, Section 13 and this Section 11, each of which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 as determined by the parties or as otherwise agreed to in writing by the parties. Notwithstanding the foregoing, any party hereto may terminate his/its rights and obligations (subject to the surviving rights and obligations referred to in the parenthetical of the immediately preceding sentence) under this Agreement on 24 hours’ written notice (email being sufficient) to all other parties, with a copy by email to Andrew Freedman at Olshan at afreedman@olshanlaw.com and Tariq Mundiya and Russell Leaf at Willkie.

12.Each party acknowledges that Olshan shall act as counsel for ITC Rumba and Willkie shall act as counsel for Mr. Sternlicht, each relating to their investment in the Company. Olshan and Willkie shall act jointly as co-counsel for the Group, and equally share drafting responsibilities in connection with work relating to the Group’s activities set forth in Section 3.

13.The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto.

14.Each party hereby agrees that this Agreement shall be filed as an exhibit to the Schedule(s) 13D required to be filed by them as contemplated under Section 1 of this Agreement.

[Signatures follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

ITC Rumba, LLC
By:	/s/ Elliot Cooperstone
	Name:	Elliot Cooperstone
	Title:	Managing Partner

Elliot Cooperstone

EGGE, LLC
By:	/s/ Lewis Gold
	Name:	Lewis Gold
	Title:	Managing Partner

EG Advisors, LLC
By:	/s/ Lewis Gold
	Name:	Lewis Gold
	Title:	Managing Partner

/s/ Lewis Gold

Lewis Gold

/s/ Barry Sternlicht

Barry Sternlicht

[Signature Page to Group Agreement]