8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 11, 2020

JAWS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39289	98-1524224
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1601 Washington Avenue, Suite 800 Miami Beach, FL	33139
(Address of principal executive offices)	(Zip Code)

(203) 422-7718

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	JWS.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	JWS	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	JWS WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On November 11, 2020 (the “Effective Date”), Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among JAWS, Jaws Merger Sub, LLC, a Delaware limited liability company (“JAWS 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”).

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of JAWS and the board of managers of the Seller.

The Business Combination

The Business Combination Agreement provides for the consummation of the following transactions (collectively, the “Business Combination”): (a) JAWS will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which JAWS will change its name to “Cano Health”; (b) the Company will amend and restate its limited liability company agreement (the “Company A&R LLCA”) to, among other things, unitize the equity interests of the Company to permit the issuance and ownership of interests in the Company as contemplated by the Business Combination Agreement; (c) following the effectiveness of the Company A&R LLCA, Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company in the Merger, and JAWS shall be admitted as the managing member of the Company; (d) the Seller will receive a combination of cash consideration, certain newly issued equity interests of the Company and shares of newly issued Class B common stock, par value $0.0001 per share, of JAWS, which will have no economic value, but will entitle the Seller to one vote per issued share and will be issued on a one-for-one basis for each membership unit in the Company (each, a “Company Unit”) retained by the Seller following the Business Combination; and (e) JAWS will acquire certain newly issued equity interests of the Company in exchange for a cash contribution, which proceeds will be used to reduce existing indebtedness and fund the Company’s balance sheet for general corporate purposes. The Company A&R LLCA will provide the Seller the right to exchange its retained Company Units, together with the cancellation of an equal number of shares of Class B common stock, for Class A common stock of JAWS, subject to certain restrictions set forth therein.

Immediately prior to the consummation of the Business Combination (the “Closing”), JAWS will effect the Domestication pursuant to which (a) each Class A ordinary share and each Class B ordinary share of JAWS will automatically convert into one share of Class A common stock of JAWS and (b) the outstanding warrants to purchase Class A ordinary shares of JAWS will automatically become exercisable for Class A common stock of JAWS.

Following the consummation of the Business Combination, the combined company will be organized in an “Up-C” structure, in which substantially all of the assets and business of JAWS will be held by the Company. The combined company’s business will continue to operate through the subsidiaries of the Company and JAWS’s sole direct asset will be the equity interests of the Company held by it.

Concurrent with the Closing, JAWS will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with the Seller, Jaws Sponsor, LLC (the “Sponsor”), the Company and holders of interests in the Company. Pursuant to the Tax Receivable Agreement, JAWS will be required to pay to the Seller 85%, and to the Sponsor 15%, of the amount of savings, if any, in U.S. federal, state and local income tax that JAWS actually realizes as a result of the utilization of certain tax attributes.

In addition, in connection with the consummation of the Business Combination, JAWS will, among other things, enter into at Closing with the Seller, the Sponsor and certain other parties, an investor agreement relating to, among other things, certain customary registration rights and lockup restrictions. Certain other unitholders of the Seller will also enter into a separate lockup agreement containing customary lockup restrictions.

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Representations and Warranties; Covenants

Under the Business Combination Agreement, the parties to the agreement made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Business Combination Agreement generally will not survive the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain covenants as specified in the Business Combination Agreement. The covenants made under the Business Combination generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.

Conditions to Each Party’s Obligations

The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including: (a) the approval and adoption by JAWS’s shareholders of the Business Combination Agreement and transactions contemplated thereby; (b) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (c) since the Effective Date, no Company Material Adverse Effect (as defined in the Business Combination Agreement) shall have occurred that is continuing; (d) cash proceeds from JAWS’s trust account established for the purpose of holding the net proceeds from JAWS’s initial public offering, net of any amounts paid to JAWS’s shareholders that exercise their redemption rights in connection with the Business Combination (“Trust Account Proceeds”) and net of unpaid transaction expenses, plus the aggregate proceeds of the PIPE Financing (defined below), equaling no less than $1,025,000,000 at the Closing; and (e) Trust Account Proceeds equaling no less than $225,000,000 at the Closing.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by written notice from JAWS or the Seller to the other party or parties, if the Closing has not occurred by June 11, 2021, which date shall be automatically extended to no later than July 11, 2021 if the SEC has not declared the Registration Statement (as defined in the Business Combination Agreement) effective on or prior to June 11, 2021, provided that such right to terminate is not available to JAWS or the Seller if such party exercising the right is in material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement (including, with respect to Seller, any breach by the Company).

A copy of the Business Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference, and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, JAWS, the Sponsor, the Seller, the Company and holders of Class B ordinary shares of JAWS entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and holders of Class B ordinary shares have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of JAWS, (iii) be bound by certain other covenants and agreements related to the Business Combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in JAWS prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.

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PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, JAWS entered into subscription agreements (the “Subscription Agreements”) with certain investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and JAWS agreed to issue and sell to such investors, immediately prior to the Closing, an aggregate of 80,000,000 shares of JAWS’s Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $800,000,000 (the “PIPE Financing”). In addition, the Seller may, prior to the Closing and subject to the prior consent of JAWS and Cano America, LLC, direct JAWS to sell up to an additional 20,000,000 shares of JAWS’s Class A common stock.

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that JAWS will grant the investors in the PIPE Financing certain customary registration rights and indemnification.

The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 and the terms of which are incorporated herein by reference.

Seller Transaction Support Agreements

Promptly after the signing of the Business Combination Agreement, ITC Rumba, LLC, Cano America, LLC and Comfort Health Management LLC (collectively, the “Seller Unitholders”) will enter into a Transaction Support Agreement (collectively, the “Transaction Support Agreements”) with JAWS, pursuant to which the Seller Unitholders have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) irrevocably appoint JAWS or any individual designated by JAWS as such Seller Unitholder’s agent, attorney-in-fact and proxy to attend on behalf of such Seller Unitholder any meeting of the Seller Unitholders with respect to the Business Combination and (iii) be bound by certain other covenants and agreements related to the Business Combination.

The foregoing description of the Transaction Support Agreements is subject to and qualified in its entirety by reference to the full text of the form of Transaction Support Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Financing is incorporated by reference herein. The shares of JAWS’s Class A common stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure.

On November 12, 2020, JAWS and the Company issued a joint press release announcing their entry into the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that JAWS and the Company have prepared for use in connection with the announcement of the Business Combination.

Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference are the consolidated financial statements of Cano Health, LLC as of and for the years ended December 31, 2017, 2018 and 2019.

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Furnished as Exhibit 99.4 hereto and incorporated into this Item 7.01 by reference is the transcript of a joint conference call held by JAWS and the Company in connection with the announcement of their entry into the Business Combination Agreement.

The foregoing (including Exhibits 99.1, 99.2, 99.3 and 99.4) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information

In connection with the Business Combination, JAWS intends to file with the U.S. Securities and Exchange Commission’s (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy statement. JAWS will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that JAWS will send to its shareholders in connection with the Business Combination. Investors and security holders of JAWS are advised to read, when available, the proxy statement/prospectus in connection with JAWS’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to shareholders of JAWS as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139.

Participants in the Solicitation

JAWS, the Company and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of JAWS’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of JAWS’s directors and officers in JAWS’s filings with the SEC, including the Registration Statement to be filed with the SEC by JAWS, which will include the proxy statement of JAWS for the Business Combination, and such information and names of the Company’s managers and executive officers will also be in the Registration Statement to be filed with the SEC by JAWS, which will include the proxy statement of JAWS for the Business Combination.

Forward Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between JAWS and the Company, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts.

These statements are based on the current expectations of JAWS’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of JAWS and Seller. These statements are subject to a number of risks and uncertainties regarding JAWS’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of JAWS or the Company for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of JAWS and the Company; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by JAWSs’ shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on NYSE following the Business Combination; costs related to the Business Combination; and those factors discussed in JAWS’s final prospectus relating to its initial public offering, dated May 13, 2020, and other filings with the SEC. There may be additional risks that JAWS presently does not know or that JAWS currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide JAWS’s expectations, plans or forecasts of future events and views as of the date of this communication. JAWS anticipates that subsequent events and developments will cause JAWS’s assessments to change. However, while JAWS may elect to update these forward-looking statements at some point in the future, JAWS specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing JAWS’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Disclaimer

This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1†	Business Combination Agreement, dated as of November 11, 2020, by and among Jaws Acquisition Corp., Jaws Merger Sub, LLC, Primary Care (ITC) Holdings, LLC and Primary Care (ITC) Intermediate Holdings, LLC.
10.1	Form of Subscription Agreement.
10.2	Sponsor Letter Agreement, dated as of November 11, 2020, by and among Jaws Sponsor LLC, certain other holders set forth on Schedule I thereto, Jaws Acquisition Corp., Primary Care (ITC) Holdings, LLC and Primary Care (ITC) Intermediate Holdings, LLC.
10.3	Form of Transaction Support Agreement.
99.1	Press Release, dated November 12, 2020.
99.2	Investor Presentation, dated November 2020.
99.3	Consolidated Financial Statements of Cano Health, LLC.
99.4	Conference Call Transcript.

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 12, 2020	JAWS ACQUISITION CORP.
	By:	/s/ Joseph L. Dowling

Name: Joseph L. Dowling

Title: Chief Executive Officer

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EX-2.1

Exhibit 2.1

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, 2020

TABLE OF CONTENTS

Page

Article 1 CERTAIN DEFINITIONS	4
Section 1.1   Definitions	4
Article 2 TRANSACTIONS	25
Section 2.1   Pre-Closing Transactions	25
Section 2.2   Closing of the Transactions Contemplated by this Agreement	27
Section 2.3   Deliverables	27
Section 2.4   Withholding	28
Article 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES	29
Section 3.1   Organization and Qualification	29
Section 3.2   Capitalization of the Group Companies	29
Section 3.3   Authority	30
Section 3.4   Financial Statements; Undisclosed Liabilities	31
Section 3.5   Consents and Requisite Governmental Approvals; No Violations	32
Section 3.6   Permits	33
Section 3.7   Material Contracts	33
Section 3.8   Absence of Changes	36
Section 3.9   Litigation	36
Section 3.10   Compliance with Applicable Law	36
Section 3.11   Employee Plans	36
Section 3.12   Environmental Matters	38
Section 3.13   Intellectual Property	38
Section 3.14   Labor Matters	41
Section 3.15   Insurance	43
Section 3.16   Tax Matters	43
Section 3.17   Brokers	45
Section 3.18   Real and Personal Property	45
Section 3.19   Transactions with Affiliates	47
Section 3.20   Data Privacy and Security	47
Section 3.21   Compliance with International Trade & Anti-Corruption Laws	48
Section 3.22   Information Supplied	48
Section 3.23   Regulatory Compliance	48
Section 3.24   Affiliated Provider Practices	52
Section 3.25   Investigation; No Other Representations	52
Section 3.26   EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES	53
Article 4 REPRESENTATIONS AND WARRANTIES RELATING TO JAWS PARTIES	53
Section 4.1   Organization and Qualification	54
Section 4.2   Authority	54
Section 4.3   Consents and Requisite Governmental Approvals; No Violations	54
Section 4.4   Brokers	55
Section 4.5   Information Supplied	55

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Section 4.6   Capitalization of the JAWS Parties	55
Section 4.7   SEC Filings	56
Section 4.8   Trust Account	57
Section 4.9   Transactions with Affiliates	57
Section 4.10   Litigation	58
Section 4.11   Compliance with Applicable Law	58
Section 4.12   Business Activities	58
Section 4.13   Internal Controls; Listing; Financial Statements	58
Section 4.14   No Undisclosed Liabilities	59
Section 4.15   Compliance with International Trade & Anti-Corruption Laws	60
Section 4.16   Investigation; No Other Representations	60
Section 4.17   EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES	61
Article 5 COVENANTS	61
Section 5.1   Conduct of Business of the Seller and the Group Companies	61
Section 5.2   Efforts to Consummate; Litigation	65
Section 5.3   Confidentiality and Access to Information	67
Section 5.4   Public Announcements	68
Section 5.5   Exclusive Dealing	69
Section 5.6   Preparation of Registration Statement / Proxy Statement	70
Section 5.7   JAWS Shareholder Approval	71
Section 5.8   Merger Sub Stockholder Approval	72
Section 5.9   Conduct of Business of JAWS	72
Section 5.10   NYSE Listing	73
Section 5.11   Trust Account	73
Section 5.12   Transaction Support Agreements; Seller Unitholder Approval; Subscription Agreements	74
Section 5.13   JAWS Indemnification; Directors’ and Officers’ Insurance	74
Section 5.14   Company Indemnification; Directors’ and Officers’ Insurance	76
Section 5.15   Post-Closing Directors and Officers	77
Section 5.16   PCAOB Financials	78
Section 5.17   New JAWS Incentive Equity Plan; Employment Agreements	79
Section 5.18   JAWS Cooperation with Company Refinancing Debt	79
Article 6 TAX MATTERS	80
Section 6.1   Certain Tax Matters	80
Article 7 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT	83
Section 7.1   Conditions to the Obligations of the Parties	83
Section 7.2   Other Conditions to the Obligations of JAWS Parties	83
Section 7.3   Other Conditions to the Obligations of the Seller and the Company	84
Section 7.4   Frustration of Closing Conditions	86
Article 8 TERMINATION	86
Section 8.1   Termination	86
Section 8.2   Effect of Termination	87

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Article 9 MISCELLANEOUS	88
Section 9.1   Non-Survival	88
Section 9.2   Entire Agreement; Assignment	88
Section 9.3   Amendment	88
Section 9.4   Notices	89
Section 9.5   Governing Law	90
Section 9.6   Fees and Expenses	90
Section 9.7   Construction; Interpretation	90
Section 9.8   Exhibits and Schedules	91
Section 9.9   Parties in Interest	91
Section 9.10   Severability	92
Section 9.11   Counterparts; Electronic Signatures	92
Section 9.12   Knowledge of Company; Knowledge of JAWS	92
Section 9.13   No Recourse	92
Section 9.14   Extension; Waiver	93
Section 9.15   Waiver of Jury Trial	93
Section 9.16   Submission to Jurisdiction	94
Section 9.17   Remedies	95
Section 9.18   Trust Account Waiver	95
Section 9.19   Waiver	96

ANNEXES AND EXHIBITS

Annex A	Investors
Annex B	Supporting Seller Unitholders
Annex C	Lock-Up Seller Unitholders
Annex D	Use of Proceeds
Exhibit A	Amended and Restated Company LLC Agreement
Exhibit B	Form of Subscription Agreement
Exhibit C	Form of Investor Agreement
Exhibit D	Form of Lock-Up Agreement
Exhibit E	Material Terms of Tax Receivable Agreement
Exhibit F	Form of Transaction Support Agreement
Exhibit G	Form of New JAWS Certificate of Incorporation
Exhibit H	Form of New JAWS Bylaws
Exhibit I	Material Terms of the Second Amended and Restated Company LLC Agreement
Exhibit J	Form of New JAWS Incentive Equity Plan
Exhibit K	Specified Person Agreement
Exhibit L-1	Material Terms of Employment Agreement - Dr. Marlow Hernandez
Exhibit L-2	Material Terms of Employment Agreement - Dr. Richard Aguilar

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BUSINESS COMBINATION AGREEMENT

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.

WHEREAS, (a) JAWS is a blank check company incorporated as a Cayman Islands exempted company on December 27, 2019 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and (b) Merger Sub is, as of the date of this Agreement, a wholly-owned Subsidiary of JAWS that was formed for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Documents;

WHEREAS, pursuant to the Governing Documents of JAWS, JAWS is required to provide an opportunity for its shareholders to have their outstanding JAWS Class A Shares redeemed on the terms and subject to the conditions set forth therein in connection with obtaining the JAWS Shareholder Approval;

WHEREAS, as of the date of this Agreement, Jaws Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the Other Class B Shareholders collectively own 17,250,000 JAWS Class B Shares;

WHEREAS, concurrently with the execution of this Agreement, the Sponsor, the Other Class B Shareholders, JAWS, Seller and the Company are entering into the sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor and each Other Class B Shareholder have agreed to (a) vote in favor of this Agreement and the transactions contemplated hereby and (b) waive any adjustment to the conversion ratio set forth in the Governing Documents of JAWS, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement;

WHEREAS, on the Closing Date and prior to the Effective Time, JAWS shall transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, on the Closing Date, following the Domestication but prior to the consummation of the Merger, the Company shall amend and restate the Company LLC Agreement to be substantially in the form as attached hereto as Exhibit A (the “Amended and Restated Company LLC Agreement”), pursuant to which the issued and outstanding Company Membership Interests shall be unitized into an aggregate number of Company Common Units equal to the Fully Diluted Company Units;

WHEREAS, on the Closing Date, following the effectiveness of the Amended and Restated Company LLC Agreement, (a) Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company in the Merger; and (b) JAWS shall be admitted as the managing member of the Company, in each case, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the execution of this Agreement, each of the investors set forth on Annex A (collectively, and together with any investors who enter into Subscription Agreements following the execution of this Agreement pursuant to Section 2.1(b), the “Investors”) are entering into a subscription agreement with JAWS, substantially in the form attached hereto as Exhibit B (collectively, the “Subscription Agreements”), pursuant to which, among other things, each Investor has agreed to subscribe for and purchase prior to the Closing, and JAWS has agreed to issue and sell to each such Investor prior to the Closing, the number of New JAWS Class A Shares set forth in the applicable Investor Subscription Agreement in exchange for the purchase price set forth therein (the aggregate purchase price under all Investor Subscription Agreements, collectively, the “PIPE Financing Amount” and the equity financing under all Subscription Agreements, including any Subscription Agreement entered into following the execution of this Agreement pursuant to Section 2.1(b), collectively, hereinafter referred to as the “PIPE Financing”), on the terms and subject to the conditions set forth in the applicable Subscription Agreement;

WHEREAS, at the Closing, New JAWS, the Sponsor, the Seller and the Company will enter into a tax receivable agreement in a form reasonably satisfactory to the Company, Cano America, the Sponsor and JAWS, consistent with the Material Terms of Tax Receivable Agreement attached hereto as Exhibit E (the “Tax Receivable Agreement”);

WHEREAS, at the Closing, New JAWS, the Sponsor, the Other Class B Shareholders and each of the Other Investor Agreement Parties (the “Investor Agreement Parties”) will enter into an investor agreement, substantially in the form attached hereto as Exhibit C (the “Investor Agreement”), pursuant to which, among other things, the Investor Agreement Parties (a) will agree not to effect certain sales or distributions of a portion of the Equity Securities of JAWS held by any of them during the lock-up period described therein and (b) will be granted certain registration rights with respect to their respective JAWS Shares, in each case, on the terms and subject to the conditions therein;

WHEREAS, at the Closing, the Seller Unitholders listed on Annex C attached hereto (collectively, the “Lock-Up Seller Unitholders”) will enter into a Lock-Up Agreement, substantially in the form attached hereto as Exhibit D (the “Lock-Up Agreement”) pursuant to which, among other things, such Seller Unitholders will agree not to effect any sale or distribution of a portion of the Equity Securities of New JAWS held by any of them during the lock-up period described therein;

WHEREAS, the board of directors of JAWS (the “JAWS Board”) has (a) approved this Agreement, the Ancillary Documents to which JAWS is or will be a party and the transactions contemplated hereby and thereby (including the Domestication and the Merger) and (b) recommended, among other things, approval of this Agreement and the transactions contemplated by this Agreement (including the Domestication and the Merger) by the holders of JAWS Shares entitled to vote thereon;

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WHEREAS, the board of directors of Merger Sub has approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger);

WHEREAS, JAWS, as the sole shareholder of Merger Sub, will as promptly as reasonably practicable (and in any event within one (1) Business Day) following the date of this Agreement, approve this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger);

WHEREAS, the board of directors of Seller has (a) approved this Agreement, the Ancillary Documents to which Seller is or will be a party and the transactions contemplated hereby and thereby and (b) recommended, among other things, the approval of this Agreement, the Ancillary Documents to which the Seller is or will be a party and the transactions contemplated hereby and thereby by the Seller Unitholders entitled to vote thereon;

WHEREAS, Seller, as the sole member of the Company, will as promptly as reasonably practicable (and in any event within one (1) Business Day) following the effectiveness of the Registration Statement / Proxy Statement, approve this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Merger);

WHEREAS, promptly after the execution of this Agreement, each Seller Unitholder listed on Annex B attached hereto (collectively, the “Supporting Seller Unitholders”) will duly execute and deliver to JAWS a transaction support agreement, substantially in the form attached hereto as Exhibit F (collectively, the “Transaction Support Agreements”), pursuant to which, among other things, each such Supporting Seller Unitholder will agree to, among other things, support and vote in favor of this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Merger);

WHEREAS, contemporaneously with the execution of this Agreement, Seller and the other parties thereto have entered into an agreement in substantially the form attached hereto as Exhibit K (the “Specified Person Agreement”);

WHEREAS, (a) it is intended that the Domestication qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, (b) (i) it is intended that the Merger be treated as a transaction described in Revenue Ruling 73-427, through which JAWS shall be deemed to have acquired a number of units in the Company equal to the Acquired Company Units, (ii) it is intended that such acquisition of units be treated as a transaction described in Revenue Ruling 99-5 (Situation 1), wherein (A) JAWS is deemed to purchase a pro rata portion of the assets of the Company in exchange for the Company Cash Consideration and assumption of a pro rata portion of the indebtedness of each Group Company from Seller governed by Section 1001 of the Code, and (B) JAWS and Seller are each deemed to contribute their respective interests in the assets of the Company to a new partnership in a transaction governed by Section 721 of the Code and (ii) the payment of cash by JAWS to the Company pursuant to Section 2.2 be treated as a contribution under Section 721 of the Code, and (c) this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Domestication within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder (clauses (a)-(c), the “Intended Tax Treatment”); and

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NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

Article 1
CERTAIN DEFINITIONS

Section 1.1Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

“Acquired Company Units” means collectively, the aggregate number of Company Common Units equal to the quotient of (a) the Company Cash Consideration, divided by (b) Ten dollars ($10).

“Additional JAWS SEC Reports” has the meaning set forth in Section 4.7.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Affiliated Group” means a group of Persons that elects to, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, aggregate group, consolidated group, combined group, unitary group or other group recognized by applicable Tax Law.

“Affiliated Provider” means any physician, physician assistant, advance practice nurse, nurse, dentist, dental assistant or hygienist, pharmacist, pharmacist assistant, or other clinical personnel employed or otherwise retained by any Affiliated Provider Practice to perform healthcare services on such Affiliated Provider Practice’s behalf for which a Permit is required under applicable Law.

“Affiliated Provider Practice” means any entity that furnishes professional healthcare, dental, pharmacy or other services to the Company’s customers and with which the Company provides administrative, management or services pursuant to a Contract with such provider group or entity. With respect to the Company, its Affiliated Provider Practices include Cano Health Texas, PLLC and Cano Health Nevada, PLLC.

“Aggregate Cash Proceeds” means an amount equal to (a) the Aggregate Cash Raised, minus (b) the Company Expenses, minus (c) the JAWS Expenses.

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“Aggregate Cash Raised” means an amount equal to (a) the aggregate cash proceeds available for release to JAWS from the Trust Account in connection with the transactions contemplated hereby (after, for the avoidance of doubt, giving effect to all of the JAWS Shareholder Redemptions), plus (b) the Aggregate Closing PIPE Proceeds.

“Aggregate Closing PIPE Proceeds” means the aggregate cash proceeds actually received by JAWS in respect of the PIPE Financing (whether prior to or on the Closing Date).

“Aggregate Company Units” means collectively, the aggregate number of Company Common Units equal to the quotient of (a) the Net Equity Value, divided by (b) Ten dollars ($10).

“Aggregate Transaction Proceeds” means an amount equal to (a) the Aggregate Cash Raised, minus (b) the sum of the Unpaid JAWS Expenses and plus the Unpaid JAWS Liabilities.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Allocation” has the meaning set forth in Section 6.1(c).

“Ancillary Documents” means the Investor Agreement, the Tax Receivable Agreement, the Sponsor Letter Agreement, the Subscription Agreements, the Transaction Support Agreements, the Lock-Up Agreements and each other agreement, document, instrument and/or certificate contemplated by this Agreement executed or to be executed in connection with the transactions contemplated hereby.

“Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), (b) the UK Bribery Act 2010 and (c) any other applicable anti-bribery or anti-corruption Laws related to combatting bribery, corruption and money laundering.

“Base Cash Initial Amount” means an amount equal to Seven Hundred Million dollars ($700,000,000).

“Base Cash Secondary Amount” means an amount equal to One Billion One Hundred Seventy Million dollars ($1,170,000,000).

“Business”, the “business of the Group Companies” or any similar term means the business of, directly or indirectly, offering, delivering or providing patient care in the United States (including Puerto Rico) through owned medical centers or management services organization affiliated physicians, or any activities, services or products incidental or attendant thereto.

“Business Combination Proposal” has the meaning set forth in Section 5.7.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York and Miami, Florida are open for the general transaction of business.

“Cano America” means Cano America, LLC.

“CBA” means any collective bargaining agreement or other Contract with any labor union, works council, labor organization or employee representative.

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“Certificate of Merger” has the meaning set forth in Section 2.1(d)(ii).

“Change of Control Payment” means (a) any success, change of control, retention, transaction bonus or other similar payment or amount to any Person as a result of, or in connection with this Agreement or the transactions contemplated hereby or any other Change of Control Transaction (including any such payments or similar amounts that may become due and payable based upon the occurrence of one or more additional circumstances, matters or events) or (b) any payments made or required to be made pursuant to or in connection with or upon termination of, and any fees, expenses or other payments owing or that will become owing in respect of, any Company Related Party Transaction during the period beginning on the date of the Latest Balance Sheet and ending on the Closing Date.

“Change of Control Transaction” means any transaction or series of related transactions (a) under which any Person(s), directly or indirectly, acquires or otherwise purchases (i) another Person or any of its Affiliates or (ii) all or a material portion of assets, businesses or equity securities of another Person, (b) that results, directly or indirectly, in the shareholders of a Person as of immediately prior to such transaction holding, in the aggregate, less than fifty percent (50%) of the voting shares of such Person (or any successor or parent company of such Person) immediately after the consummation thereof (in the case of each of clause (a) and (b), whether by merger, consolidation, tender offer, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (c) under which any Person(s) makes any equity or similar investment in another Person.

“Charter Proposal” has the meaning set forth in Section 5.7.

“Closing” has the meaning set forth in Section 2.2(a).

“Closing Company Audited Financial Statements” has the meaning set forth in Section 3.4(b).

“Closing Date” has the meaning set forth in Section 2.2(a).

“Closing Filing” has the meaning set forth in Section 5.4(b).

“Closing Press Release” has the meaning set forth in Section 5.4(b).

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Acquisition Proposal” means (a) any transaction or series of related transactions under which any Person(s), directly or indirectly, (i) acquires or otherwise purchases the Seller, the Company or any of their respective controlled Affiliates or (ii) all or a material portion of assets or businesses of the Seller, the Company or any of their respective controlled Affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in the Seller, Company or any of their respective controlled Affiliates. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby shall constitute a Company Acquisition Proposal.

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“Company Cash” means the aggregate amount of all cash, cash equivalents and marketable securities held by the Company or any of its Subsidiaries as of the Reference Time (including marketable securities, checks, credit card receivables, bank deposits, short term investments and performance bonds but excluding restricted cash and customer deposits), whether or not kept “on site” or held in deposit, checking, savings, brokerage or other accounts of or in any safety deposit box or other storage device.

“Company Cash Consideration” means an amount of cash equal to (a) the Company Cash Initial Consideration, plus (b) the Company Cash Secondary Consideration.

“Company Cash Initial Consideration” means an amount of cash equal to (a) the amount by which the Aggregate Cash Proceeds exceeds the Base Cash Initial Amount, divided by (b) two (2); provided, if the Aggregate Cash Proceeds equals an amount equal to or less than the Base Cash Initial Amount, the Company Cash Initial Consideration shall equal zero dollars ($0); provided, further, if the Aggregate Cash Proceeds equals an amount equal to or greater than the Base Cash Secondary Amount, the Company Cash Initial Consideration shall equal Two Hundred Thirty Five Million dollars ($235,000,000).

“Company Cash Secondary Consideration” means an amount of cash equal to the amount by which the Aggregate Cash Proceeds exceeds the Base Cash Secondary Amount; provided, if the Aggregate Cash Proceeds equals an amount equal to or less than the Base Cash Secondary Amount, the Company Cash Secondary Consideration shall equal zero dollars ($0).

“Company Common Units” means the units of the Company designated as “Common Units” pursuant to the Amended and Restated Company LLC Agreement.

“Company D&O Persons” has the meaning set forth in Section 5.14(a).

“Company D&O Tail Policy” has the meaning set forth in Section 5.14(c).

“Company Debt” means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of the Reference Time, after giving effect to the Company Existing Debt Refinancing (if applicable); provided, however, that Company Debt will not include any Indebtedness in respect of the revolving credit facility or the delayed draw term loan facility that are components of the Company Refinancing Debt.

“Company Designees” has the meaning set forth in Section 5.15(b).

“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to JAWS by the Company and the Seller on the date of this Agreement.

“Company Existing Debt Refinancing” means the incurrence by the Group Companies of senior secured Indebtedness in an aggregate principal amount not to exceed $685,000,000 (such Indebtedness, the “Company Refinancing Debt”), the proceeds of which would be used, among other purposes, to refinance in full the Existing Credit Facilities.

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“Company Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, the Seller, Cano America and any Group Company in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of the Seller, Cano America or any Group Company, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to the Seller or any Group Company pursuant to this Agreement or any Ancillary Document. Notwithstanding the foregoing or anything to the contrary herein, Company Expenses shall not include any JAWS Expenses.

“Company Fundamental Representations” means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

“Company IT Systems” means all computer systems, Software and hardware, communication systems, servers, network equipment and related documentation, in each case, owned, licensed or leased by a Group Company.

“Company Licensed Intellectual Property” means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

“Company LLC Agreement” means the Limited Liability Company Agreement of the Company, dated as of August 8, 2016, as amended from time to time.

“Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated under this Agreement in accordance with the terms of this Agreement; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement to the extent resulting from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which any Group Company operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 7.2(a) to the extent it relates to such representations and warranties), (vii) any failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii)), or (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics (including COVID-19) or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or (viii) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has had or would reasonably be expected to have a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

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“Company Membership Interests” means the membership interests of the Company pursuant to the Company LLC Agreement.

“Company Non-Party Affiliates” means, collectively, each Company Related Party and each former, current or future Affiliates, Representatives, successors or permitted assigns of any Company Related Party (other than, for the avoidance of doubt, the Company).

“Company Owned Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned by the Group Companies.

“Company Product” means all Software and other products and services, including any of the foregoing currently in development, from which any Group Company has derived within the past three (3) years, is currently deriving or is scheduled to derive, revenue from the sale, license, maintenance or provision thereof, including “CanoPanorama”.

“Company Refinancing Debt” has the meaning set forth in the definition of “Company Existing Debt Refinancing”.

“Company Refinancing Debt Sources” means, solely in their capacities as such, the financial institutions, agents, arrangers and institutional investors that at any time have committed to provide or arrange or otherwise have entered into agreements in connection with all or any part of the Company Refinancing Debt, including such Persons who are party to any debt commitment letter or any joinder agreements or credit agreements entered into pursuant thereto or relating thereto (together with the successors and permitted assigns of each of the foregoing), together with their respective Affiliates, and such Persons’ and such Persons’ respective Affiliates’ current, former and future equity holders, managers, advisors, attorneys, members, officers, directors, employees, partners, controlling persons, agents and representatives and the respective successors and permitted assigns of each of the foregoing.

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“Company Registered Intellectual Property” means all Registered Intellectual Property owned or purported to be owned by, or filed in the name of any Group Company.

“Company Related Party” has the meaning set forth in Section 3.19.

“Company Related Party Transactions” has the meaning set forth in Section 3.19.

“Company Unitholder Written Consent” has the meaning set forth in Section 5.12(c).

“Company Unitholder Written Consent Deadline” has the meaning set forth in Section 5.12(c).

“Confidentiality Agreement” means that certain letter agreement, dated as of September 10, 2020, by and between the Seller (c/o Cano Health, LLC) and JAWS.

“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, order, consent, Permit or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.

“Continental” means Continental Stock Transfer & Trust Company.

“Continuing Company Units” means collectively, the aggregate number of Company Common Units equal to the difference between (a) the Aggregate Company Units, minus (b) the quotient of (i) the Company Cash Consideration, divided by (ii) Ten dollars ($10).

“Contract” or “Contracts” means any agreement, contract, license, lease, obligation, undertaking or other commitment or arrangement that is legally binding upon a Person or any of his, her or its properties or assets.

“Copyrights” has the meaning set forth in the definition of Intellectual Property Rights.

“COVID-19” means SARS-CoV-2 or COVID-19 (and all related strains and sequences), and any evolutions, intensification, resurgence or mutations thereof or related or associated epidemics, pandemic, public health emergencies or disease outbreaks.

“Creator” has the meaning set forth in Section 3.13(d).

“DGCL” has the meaning set forth in the recitals to this Agreement.

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“Directors” has the meaning set forth in Section 5.15(b).

“DLLCA” means the Delaware Limited Liability Company Act.

“Domestication” has the meaning set forth in the recitals to this Agreement.

“Domestication Proposal” has the meaning set forth in Section 5.7.

“Effective Date” has the meaning set forth in the introductory paragraph to this Agreement.

“Effective Time” has the meaning set forth in Section 2.1(d)(ii).

“Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) and each equity or equity-based compensation, retirement, pension, savings, profit sharing, bonus, incentive, severance, separation, employment, individual consulting or independent contractor, change in control, retention, deferred compensation, vacation, paid time off, medical, retiree or post-termination health or welfare, salary continuation, fringe or other compensatory plan, program, policy, agreement arrangement or Contract that any Group Company maintains, sponsors or contributes to (or is required to contribute to), or under or with respect to which any Group Company has or would reasonably expect to have any Liability.

“Enterprise Value” means an amount equal to Four Billion Dollars ($4,000,000,000).

“Environmental Laws” means all Laws and Orders concerning pollution, protection of the environment, or human health or safety.

“Equity Incentive Plan Proposal” has the meaning set forth in Section 5.7.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar equity-based rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Exchange Act” means the Securities Exchange Act of 1934.

“Existing Credit Facilities” means (i) that certain Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 2018, by and among, among others, Cano Health, LLC, as the borrower, Primary Care (ITC) Intermediate Holdings, LLC, as holdings, the lenders from time to time party thereto, and PennantPark Investment Administration, LLC, as the administrative agent (as amended, amended and restated, supplemented or otherwise modified from time to time), (ii) that certain Second Lien Credit and Guaranty Agreement, dated as of June 1, 2020, by and among, among others, Cano Health, LLC, as the borrower, Primary Care (ITC) Intermediate Holdings, LLC, as holdings, the lenders from time to time party thereto, and Pembroke Agent LLC, as the administrative agent (as amended, amended and restated, supplemented or otherwise modified from time to time), and (iii) that certain Amended and Restated Credit Agreement, dated as of August 19, 2020, by and between, Cano Health, LLC, as the borrower, and Fifth Third Bank, as the lender (as amended, amended and restated, supplemented or otherwise modified from time to time).

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“Federal Securities Laws” means the Exchange Act, the Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise.

“Final Allocation” has the meaning set forth in Section 6.1(c).

“Final Tax Basis Balance Sheet” has the meaning set forth in Section 6.1(c).

“Financial Statements” has the meaning set forth in Section 3.4(a).

“Flow-Thru Entity” means (a) any entity, plan or arrangement that is treated for income Tax purposes as a partnership, (b) a “controlled foreign corporation” within the meaning of Section 957 of the Code, (c) a “specified foreign corporation” within the meaning of Section 965 of the Code or (d) a “passive foreign investment company” within the meaning of Section 1297 of the Code.

“Fraud” means an act or omission by a Party, and requires: (a) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.

“Fully Diluted Company Units” means a number of Company Common Units equal to the sum of (a) the Continuing Company Units, plus (b) the number of New JAWS Outstanding Shares.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and by-laws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation and the “Governing Documents” of a Cayman Islands exempted company are its memorandum and articles of association.

“Governmental Entity” means any United States or non-United States (a) federal, state, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private).

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“Group Company” and “Group Companies” means, collectively, the Company and its Subsidiaries and its Affiliated Provider Practices.

“Hazardous Substance” means any hazardous, toxic, explosive or radioactive material, substance, waste or other pollutant that is regulated by, or may give rise to Liability pursuant to, any Environmental Law, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroakyl substances, or radon.

“Health Care Laws” means all Laws to the extent relating to healthcare regulatory matters or to the licensure, certification, qualification or authority to transact or operate business in connection with health care services, or to the provision of, reimbursement of, payment for or arrangement of, health care services, including the following Laws: the Federal Anti-kickback Law (42 U.S.C. § 1320a-7b); the Stark Laws (42 U.S.C. § 1395nn); the Federal False Claims Act (31 U.S.C. §§ 3729, et seq.); the Federal Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a); the Federal Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq.); the Federal Health Care Fraud Law (18 U.S.C. § 1347); the Travel Act (18 U.S.C. § 1952), the Health Insurance Portability and Accountability Act of 1996 (the “HIPAA Statute”), the privacy and security regulations promulgated thereunder (45 C.F.R. Parts 160 and 164), and the statutory amendments to the HIPAA Statute that were enacted under Title XIII of the American Recovery and Reinvestment Act of 2009 which is entitled the Health Information Technology for Economic and Clinical Health Act; Laws relating to Medicare (including Medicare Advantage); any state or federal Laws to the extent relating to the Medicaid program; the Medicare Program Laws; the Medicare Prescription Drug, Improvement, and Modernization Act of 2003; the Medicare Improvements for Patients and Providers Act of 2008; Chapter 59A-33 of the Florida Administrative Code; any rules and regulations promulgated under any of the foregoing; and any corresponding state or local Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Immediate Family” means, with respect to any specified Person, such Person’s spouse, parents, children and siblings, including adoptive relationships and relationships through marriage, and any other relative of such Person that shares such Person’s home.

“Indebtedness” means, as of any time, without duplication, with respect to any Person, the outstanding principal amount of, accrued and unpaid interest on, fees and expenses arising under or in respect of (a) indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, but excluding any trade payables arising in the ordinary course of business, (c) obligations for the deferred purchase price of property or assets, including “earn-outs” and “seller notes” to the extent such obligations do not become payable as a result of the consummation of the transactions contemplated by this Agreement (provided, however, that in no event shall any of the foregoing include that certain Convertible Promissory Note, dated as of March 17, 2020, made by the Seller in favor of the Holder (as defined therein), if it is converted into equity after the date hereof and prior to the Closing Date), (d) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in each case, solely to the extent drawn, (e) leases required to be capitalized under GAAP, (f) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps, collars, hedges or similar arrangements, and (g) any of the obligations of any other Person of the type referred to in clauses (a) through (f) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person.

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“InTandem” means ITC Rumba, LLC.

“Intellectual Property Rights” means all intellectual property rights and related priority rights protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, including all (a) patents and patent applications, industrial designs and design patent rights, including any continuations, divisionals, continuations-in-part and provisional applications and statutory invention registrations, and any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions of any of the foregoing (collectively, “Patents”); (b) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing (collectively, “Marks”); (c) copyrights and works of authorship, database and design rights, mask work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing (collectively, “Copyrights”); (d) rights of privacy and publicity, including rights to the use of names images, and biographical information of real persons; (e) trade secrets, know-how and confidential and proprietary information, including invention disclosures, inventions and formulae, whether patentable or not; (f) rights in or to Software or other technology; and (g) any other intellectual or proprietary rights protectable, arising under or associated with any of the foregoing, including those protected by any Law anywhere in the world.

“Intended Tax Treatment” has the meaning set forth in the recitals to this Agreement.

“Investment Company Act” means the Investment Company Act of 1940.

“Investor Agreement” has the meaning set forth in the recitals to this Agreement.

“Investor Agreement Parties” has the meaning set forth in the recitals to this Agreement.

“Investors” has the meaning set forth in the recitals to this Agreement.

“IPO” has the meaning set forth in Section 9.18.

“JAWS” has the meaning set forth in the introductory paragraph to this Agreement.

“JAWS Acquisition Proposal” means (a) any transaction or series of related transactions under which JAWS or any of its controlled Affiliates, directly or indirectly, (i) acquires or otherwise purchases any other Person(s), (ii) engages in a business combination with any other Person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets or businesses of any other Person(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise) or (b) any equity, debt or similar investment in JAWS or any of its controlled Affiliates. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby shall constitute a JAWS Acquisition Proposal.

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“JAWS Board” has the meaning set forth in the recitals to this Agreement.

“JAWS Board Recommendation” has the meaning set forth in Section 5.7.

“JAWS Class A Shares” means JAWS’s Class A ordinary shares.

“JAWS Class B Shares” means JAWS’s Class B ordinary shares.

“JAWS D&O Persons” has the meaning set forth in Section 5.13(a).

“JAWS Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by JAWS on the date of this Agreement.

“JAWS Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, JAWS in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of JAWS and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to JAWS pursuant to this Agreement or any Ancillary Document. Notwithstanding the foregoing or anything to the contrary herein, JAWS Expenses shall not include any Company Expenses.

“JAWS Financial Statements” means all of the financial statements of JAWS included in the JAWS SEC Reports.

“JAWS Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.4 (Brokers) and Section 4.6 (Capitalization of JAWS).

“JAWS Liabilities” means, as of any determination time, the aggregate amount of Liabilities of JAWS that would be accrued on a balance sheet in accordance with GAAP, whether or not such Liabilities are due and payable as of such time. Notwithstanding the foregoing or anything to the contrary herein, JAWS Liabilities shall not include any JAWS Expenses.

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“JAWS Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of JAWS, or (b) the ability of JAWS to consummate the transactions contemplated under this Agreement in accordance with the terms of this Agreement; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a JAWS Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement to the extent resulting from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which JAWS operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of JAWS with investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 4.3(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 7.3(a) to the extent it relates to such representations and warranties), (vii) any failure by JAWS to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii)), or (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics (including COVID-19) or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or (viii) may be taken into account in determining whether a JAWS Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has had or would reasonably be expected to have a disproportionate adverse effect on JAWS, relative to other “SPACs” operating in the industries in which JAWS operates.

“JAWS Non-Party Affiliates” means, collectively, each JAWS Related Party and each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any JAWS Related Party (other than, for the avoidance of doubt, JAWS).

“JAWS Parties” means, collectively, JAWS and Merger Sub.

“JAWS Related Party” has the meaning set forth in Section 4.9.

“JAWS Related Party Transactions” has the meaning set forth in Section 4.9.

“JAWS SEC Reports” has the meaning set forth in Section 4.7.

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“JAWS Shareholder Approval” means, collectively, the Required JAWS Shareholder Approval and the Other JAWS Shareholder Approval.

“JAWS Shareholder Redemption” means the right of the holders of JAWS Class A Shares to redeem all or a portion of their JAWS Class A Shares (in connection with the transactions contemplated by this Agreement or otherwise) as set forth in Governing Documents of JAWS.

“JAWS Shareholders Meeting” has the meaning set forth in Section 5.7.

“JAWS Shares” means the JAWS Class A Shares and the JAWS Class B Shares, in each case, par value $0.0001 per share, of JAWS.

“JAWS Warrants” means each warrant to purchase one JAWS Class A Share at an exercise price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement (including, for the avoidance of doubt, each such warrant held by the Sponsor or any Other Class B Shareholder).

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Latest Balance Sheet” has the meaning set forth in Section 3.4(a).

“Law” means any federal, state, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance, treaty, rule, code, order, judgment, injunction, award, decree, writ, regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.

“Leased Real Property” has the meaning set forth in Section 3.18(b).

“Liability” or “liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge, or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).

“Marks” has the meaning set forth in the definition of Intellectual Property Rights.

“Material Contracts” has the meaning set forth in Section 3.7(a).

“Material Permits” has the meaning set forth in Section 3.6.

“Merger” has the meaning set forth in the recitals to this Agreement.

“Merger Sub” has the meaning set forth in the introductory paragraph to this Agreement.

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“Multiemployer Plan” has the meaning set forth in Section (3)37 or Section 4001(a)(3) of ERISA.

“Non-Party Affiliate” has the meaning set forth in Section 9.13.

“Net Debt Adjustment” means an amount (which may be a negative number) equal to (a) the Company Debt, minus (b) the Company Cash.

“Net Equity Value” means an amount equal to (a) the Enterprise Value, minus (b) the Net Debt Adjustment.

“New JAWS” means JAWS following the Domestication.

“New JAWS Board” has the meaning set forth in Section 5.15(a).

“New JAWS Bylaws” has the meaning set forth in Section 2.1(a).

“New JAWS Certificate of Incorporation” has the meaning set forth in Section 2.1(a).

“New JAWS Class A Shares” has the meaning set forth in Section 2.1(a).

“New JAWS Class B Shares” means the shares of Class B common stock, par value $0.0001, of New JAWS.

“New JAWS Outstanding Shares” means a number equal to the sum of (a) the quotient of (i) the Aggregate Cash Raised, divided by (ii) ten (10), plus (b) 17,250,000.

“New JAWS Shares” means, collectively, the New JAWS Class A Shares and the New JAWS Class B Shares.

“New JAWS Incentive Equity Plan” has the meaning set forth in Section 5.17.

“New JAWS Warrant” has the meaning set forth in Section 2.1(a).

“NYSE” means the New York Stock Exchange.

“NYSE Proposal” has the meaning set forth in Section 5.7.

“Off-the-Shelf Software” means any Software that is made generally and widely available to the public on a commercial basis and is licensed to any of the Group Companies on a non-exclusive basis under standard terms and conditions for a one-time license fee of less than $100,000 per license or an ongoing licensee fee of less than $50,000 per year.

“Officers” has the meaning set forth in Section 5.15(a).

“Order” means any outstanding writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity.

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“Ordinary Course Tax Sharing Agreement” means any written commercial agreement entered into in the ordinary course of business of which the principal subject matter is not Tax but which contains customary Tax indemnification provisions.

“Other Class B Shareholders” means, collectively, Douglas I. Ostrover, Michael Baldock and Benjamin Weprin.

“Other Investor Agreement Parties” means each of InTandem, Cano America, Dr. Marlow Hernandez, Steven Haft, Dr. Richard Aguilar, David Armstrong and each of the directors of New JAWS immediately after the Effective Time.

“Other JAWS Shareholder Approval” means the approval of each Other Transaction Proposal by the affirmative vote of the holders of the requisite number of JAWS Shares entitled to vote thereon, whether in person or by proxy at the JAWS Shareholders Meeting (or any adjournment thereof), in accordance with the Governing Documents of JAWS and applicable Law.

“Other Transaction Proposal” means each Transaction Proposal, other than the Required Transaction Proposals.

“Parties” has the meaning set forth in the introductory paragraph to this Agreement.

“Patents” has the meaning set forth in the definition of Intellectual Property Rights.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permits” means any approvals, authorizations, clearances, licenses, registrations, permits, Regulatory Permits or certificates of a Governmental Entity.

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with GAAP, (b) statutory Liens for Taxes, assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with GAAP, (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property and which are not violated by the use or occupancy of such real property or the operation of the businesses of the Group Company and do not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (e) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and payable, (f) grants by any Group Company of non-exclusive rights in non-material Intellectual Property Rights in the ordinary course of business consistent with past practice, (g) Liens securing the Existing Credit Facilities, (h) Liens securing the Company Refinancing Debt and (i) other Liens that do not materially and adversely affect the value, use or operation of the asset subject thereto.

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“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.

“Personal Data” means any data or information relating to an identified natural person that is regulated by the Privacy Laws.

“PIPE Debt Prepayment” means the repayment or prepayment of Company Refinancing Debt with net cash proceeds of the PIPE Financing in an aggregate principal amount of at least $400,000,000.

“PIPE Financing” has the meaning set forth in the recitals.

“PIPE Financing Amount” has the meaning set forth in the recitals.

“Pre-Closing JAWS Holders” means the holders of JAWS Shares at any time prior to the Effective Time.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period through and including the Closing Date.

“Privacy and Data Security Policies” has the meaning set forth in Section 3.20(a).

“Privacy Laws” means Laws relating to the Processing or protection of Personal Data that apply to the Group Companies.

“Privacy Requirements” shall mean, collectively, in each case, to the extent applicable to the Group Companies, all of the following to the extent relating to any Personal Data, the Processing thereof, or otherwise relating to privacy, security, or security breach notification: (i) the Privacy and Data Security Policies, (ii) Privacy Laws and other applicable Laws, (iii) the Payment Card Industry (PCI) Data Security Standards and any industry standards applicable to and binding upon any Group Company, and (iv) Contracts into which any Group Company has entered into or by which it is otherwise legally bound.

“Proceeding” means any lawsuit, litigation, action, audit, examination, claim, complaint, charge, investigation, proceeding, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Governmental Entity.

“Process” (or “Processing” or “Processes”) means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).

“Prospectus” has the meaning set forth in Section 9.18.

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“Provider Relief Fund” means the portion of the Public Health and Social Services Emergency Fund distributed by the U.S. Department of Health and Human Services pursuant to Division B of the CARES Act and Division B of the Paycheck Protection Program and Health Care Enhancement Act, Pub. L. 116-139.

“Public Shareholders” has the meaning set forth in Section 9.18.

“Public Software” means any Software that contains, includes, incorporates, or has instantiated therein, or is derived in any manner (in whole or in part) from, any Software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including under any terms or conditions that impose any requirement that any Software using, linked with, incorporating, distributed with or derived from such Public Software (a) be made available or distributed in source code form; (b) be licensed for purposes of making derivative works; or (c) be redistributable at no, or a nominal, charge.

“Real Property Laws” has the meaning set forth in Section 3.18(e).

“Real Property Leases” means all leases, sub-leases, licenses or other agreements, in each case, pursuant to which any Group Company leases or sub-leases any real property (including, without limitation, all amendments, extensions, renewals, guaranties, and other agreements with respect thereto).

“Reference Time” means 5:00 p.m. Eastern Time on the date on which the Group Companies incur the first lien term loan component of the Company Refinancing Debt in connection with the Company Existing Debt Refinancing; provided, however, if such component of the Company Refinancing Debt is not incurred and the related Company Existing Debt Refinancing is not consummated by the Group Companies prior to the Closing, the Reference Time means 5:00 p.m. Eastern Time on the date of this Agreement.

“Registered Intellectual Property” means all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights and Internet domain name registrations.

“Registration Statement / Proxy Statement” means a registration statement on Form S-4 relating to the transactions contemplated by this Agreement and the Ancillary Documents and containing a prospectus and proxy statement of JAWS.

“Regulatory Permits” means all licenses, waivers, permits, enrollments, certifications, authorizations, approvals, franchises, registrations, accreditations, letters of non-reviewability, certificates of need, consents, supplier or provider numbers, qualifications, operating authority, and other such Permits granted by FDA or any such Governmental Entity to any Group Company, including investigational new drug applications, new drug applications, abbreviated new drug applications manufacturing approvals and authorizations, EC certificates, EC declarations of conformity, clinical trial authorizations and ethical reviews or their national or foreign equivalents.

“Representatives” means with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, managers, officers, employees, accountants, consultants, advisors, attorneys, agents and other representatives.

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“Required Company Audited Financial Statements” means (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies for each of the twelve month periods then ended, and (ii) the unaudited consolidated balance sheets of the Group Companies as of September 30, 2019 and September 30, 2020, and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies for each of the nine-months then ended, in each case, prepared in accordance with Section 5.16.

“Required JAWS Shareholder Approval” means the approval of each Required Transaction Proposal by the affirmative vote of the holders of the requisite number of JAWS Shares entitled to vote thereon, whether in person or by proxy at the JAWS Shareholders Meeting (or any adjournment thereof), in accordance with the Governing Documents of JAWS and applicable Law.

“Required Transaction Proposals” means, collectively, the Business Combination Proposal, the Domestication Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Charter Proposal.

“Retained Cash Amount” has the meaning set forth in Section 2.2(b).

“Sanctions and Export Control Laws” means any applicable Law related to (a) import and export controls, including the U.S. Export Administration Regulations, (b) economic sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, and Her Majesty’s Treasury of the United Kingdom or (c) anti-boycott measures.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Seller Unitholders” means, collectively, the holders of units of the Seller as of any determination time prior to the Effective Time.

“Schedules” means, collectively, the Company Disclosure Schedules and the JAWS Disclosure Schedules.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.

“Signing Filing” has the meaning set forth in Section 5.4(b).

“Signing Press Release” has the meaning set forth in Section 5.4(b).

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“Software” shall mean any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (d) all documentation, including user manuals and other training documentation, related to any of the foregoing.

“Special Dividend” means one or more dividends or other distributions after the date hereof and on or prior to the Closing by the Group Companies to the direct and indirect holders of the Equity Securities of the Company from the net proceeds of the Company Refinancing Debt in an amount not to exceed $100,000,000 in the aggregate.

“Specified Person Agreement” has the meaning set forth in the recitals to this Agreement.

“Sponsor” has the meaning set forth in the recitals to this Agreement.

“Sponsor Letter Agreement” has the meaning set forth in the recitals to this Agreement.

“Straddle Period” means any taxable period that begins on or before (but does not end on) the Closing Date.

“Subscription Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Tax” or “Taxes” means (a) all net or gross income, net or gross net or gross proceeds, payroll, employment, excise, severance, stamp, occupation, windfall or excess profits, profits, customs, capital stock, withholding, social security, unemployment, disability, real property, personal property (tangible and intangible), sales, use, transfer, value added, alternative or add-on minimum, capital gains, user, leasing, lease, natural resources, ad valorem, franchise, gaming license, capital, estimated, goods and services, fuel, interest equalization, registration, recording, premium, turnover, environmental or other taxes, assessments, duties or similar charges, including all interest, penalties and additions imposed with respect to (or in lieu of) the foregoing, imposed by (or otherwise payable to) any Governmental Entity, and, in each case, whether disputed or not, (b) any Liability for, or in respect of the payment of, any amount of a type described in clause (a) of this definition as a result of Treasury Regulations Section 1.1502-6 (or any similar provision of any Law) or being a member of an affiliated, combined, consolidated, unitary, aggregate or other group for Tax purposes and (c) any Liability for, or in respect of the payment of, any amount described in clauses (a) or (b) of this definition as a transferee or successor, by contract, by operation of Law, or otherwise.

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“Tax Authority” means any Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.

“Tax Basis Balance Sheet” has the meaning set forth in Section 6.1(c).

“Tax Positions” has the meaning set forth in Section 6.1(d).

“Tax Receivable Agreement” has the meaning set forth in the recitals to this Agreement.

“Tax Return” means returns, declarations, reports, claims for refund, information returns, elections, disclosures, statements, or other documents (including any related or supporting schedules, attachments, statements or information, and including any amendments thereof) filed or required to be filed with a Governmental Entity in connection with, or relating to, Taxes.

“Tax Sharing Agreement” means any agreement or arrangement (including any provision of a Contract) pursuant to which any Group Company is or may be obligated to indemnify any Person for, or otherwise pay, any Tax of or imposed on another Person, or indemnify, or pay over to, any other Person any amount determined by reference to actual or deemed Tax benefits, Tax assets, or Tax savings.

“Termination Date” has the meaning set forth in Section 8.1(d).

“Transaction Litigation” has the meaning set forth in Section 5.2(d).

“Transaction Proposals” has the meaning set forth in Section 5.7.

“Transaction Support Agreement Deadline” has the meaning set forth in Section 5.12(a).

“Transaction Support Agreements” has the meaning set forth in the recitals to this Agreement.

“Transfer Taxes” means all transfer, documentary, sales, use, value added, goods and services, stamp, registration, notarial fees and other similar Taxes and fees incurred in connection with the transactions contemplated by this Agreement.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code.

“Trust Account” has the meaning set forth in Section 9.18.

“Trust Account Released Claims” has the meaning set forth in Section 9.18.

“Trust Agreement” has the meaning set forth in Section 4.8.

“Trustee” has the meaning set forth in Section 4.8.

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“Unpaid Company Expenses” means the Company Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid JAWS Expenses” means the JAWS Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid JAWS Liabilities” means the JAWS Liabilities as of immediately prior to the Closing.

“WARN” means the Worker Adjustment Retraining and Notification Act of 1988, as well as analogous applicable foreign, state or local Laws.

“Warrant Agreement” means the Warrant Agreement, dated as of May 18, 2020, by and between JAWS and the Trustee.

“Willful Breach” means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

Article 2
TRANSACTIONS

Section 2.1Pre-Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

(a)Domestication of JAWS. On the Closing Date prior to the Effective Time, JAWS shall cause the Domestication to occur in accordance with Section 388 of the DGCL and the Cayman Islands Companies Law (2020 Revision). In connection with the Domestication, (i) each JAWS Class A Share and each JAWS Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of Class A common stock, par value $0.0001 per share, of JAWS (collectively, the “New JAWS Class A Shares”), (ii) each JAWS Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one New JAWS Class A Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (collectively, the “New JAWS Warrants”), (iii) the Governing Documents of JAWS shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit G (the “New JAWS Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit H (the “New JAWS Bylaws”), and (iv) JAWS’s name shall be changed to “Cano Health”; provided, however, that, in connection with clause (i) and (ii), each issued and outstanding share of JAWS that has not been previously separated into the underlying JAWS Class A Shares and underlying JAWS Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of New JAWS Class A Shares, and one New JAWS Warrant on the terms and subject to the conditions set forth in the Warrant Agreement, as applicable.

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(b)PIPE Financing. The Seller may, in consultation with and subject to the prior consent of JAWS and Cano America (in each case not to be unreasonably withheld, conditioned or delayed), deliver written notice to JAWS at any time prior to the Closing directing New Jaws to sell up to 20,000,000 New JAWS Class A Shares pursuant to Subscription Agreements, in addition to the New JAWS Class A Shares to be sold pursuant to Subscription Agreements entered into prior to or concurrently with the execution of this Agreement. Prior to the Closing, New JAWS shall consummate the PIPE Financing pursuant to and in accordance with the terms of the applicable Subscription Agreements.

(c)Amendment and Restatement of the Company LLC Agreement. On the Closing Date, following the Domestication but prior to the consummation of the Merger, the Company shall amend and restate the Company LLC Agreement to be the Amended and Restated Company LLC Agreement, pursuant to which the issued and outstanding Company Membership Interests shall be unitized into an aggregate number of Company Common Units equal to the Fully Diluted Company Units.

(d)The Merger.

(i)            On the terms and subject to the conditions set forth in this Agreement and in accordance with the DLLCA, on the Closing Date promptly following the consummation of the Domestication, Merger Sub shall merge with and into the Company at the Effective Time. Following the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company of the Merger (the “Surviving Company”).

(ii)At the Closing, the parties hereto shall cause a certificate of merger, in a form reasonably satisfactory to the Company and Jaws (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by JAWS and the Seller and specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”).

(iii)          The Merger shall have the effects set forth in the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Company, in each case, in accordance with the DLLCA.

(iv)          At the Effective Time, the Governing Documents of the Surviving Company shall be an amended and restated operating agreement in a form reasonably satisfactory to the Company, Cano America and JAWS, consistent with the Material Terms of the Second Amended and Restated Company LLC Agreement attached hereto as Exhibit I.

(v)           At the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

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(vi)            At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, all of the membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into an aggregate number of Company Common Units equal to the Acquired Company Units.

(vii)           At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, all of the Company Common Units issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive: (A) a number of Company Common Units equal to the Continuing Company Units; (B) a number of New JAWS Class B Shares equal to the number of Continuing Company Units; and (C) an amount of cash equal to the Company Cash Consideration.

Section 2.2Closing of the Transactions Contemplated by this Agreement; Post-Closing Contribution.

(a)The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically by exchange of the closing deliverables on the third (3rd) Business Day following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) (the “Closing Date”) or at such other place, date and/or time as JAWS and the Company may agree in writing.

(b)On the Business Day immediately following the Closing Date, New JAWS shall contribute an amount in cash equal to the Aggregate Cash Proceeds minus the Company Cash Consideration (the “Retained Cash Amount”) to the Company and the Company shall use such cash in accordance with Annex D.

(c)In exchange for the contribution of the Retained Cash Amount pursuant to Section 2.2(b), the Company shall issue and deliver to New JAWS, an aggregate number of Company Common Units equal to (i) the Fully Diluted Company Units, minus (ii) the Continuing Company Units, minus (iii) the Acquired Company Units.

Section 2.3Deliverables.

(a)At the Closing, the Company and the Seller, as applicable, shall deliver or cause to be delivered, as applicable, to JAWS:

(i)            a counterpart to each Ancillary Document to which it is to be a party, duly executed by a duly authorized representative of such Person;

(ii)           a certificate, executed by a duly authorized officer of the Company and dated as of the Closing, solely in his or her capacity as such and not in his or her personal capacity, stating that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied;

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(iii)           a properly completed and duly executed IRS Form W-9 from the Seller;

(iv)           a Name Use Agreement duly executed by Dr. Marlow Hernandez in a form reasonably satisfactory to JAWS, consistent with the terms set forth on Section 2.3(a)(iv) of the Company Disclosure Schedules; and

(v)            a payoff letter duly executed by Dental Excellence Partners, LLC in form reasonably satisfactory to JAWS evidencing that the Company has no liabilities or obligations to Dental Excellence Partners, LLC with respect to any loans.

(b)At the Closing, JAWS shall issue or deliver or cause to be delivered, as applicable, to the Seller:

(i)            a counterpart to each Ancillary Document to which JAWS, the Sponsor or the other Class B Shareholders is to be a party, duly executed by a duly authorized representative of such Person;

(ii)           evidence of the Domestication and a certified copy of the Certificate of Incorporation as filed with the Secretary of State of the State of Delaware at the Domestication;

(iii)          a certificate, executed by a duly authorized officer of JAWS and dated as of the Closing, solely in his or her capacity as such and not in his or her personal capacity, stating that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied;

(iv)          an amount in cash equal to the Company Cash Consideration; and

(v)           such number of New JAWS Class B Shares as provided in Section 2.1(d)(vii)(B).

Section 2.4Withholding. JAWS and the Group Companies shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. To the extent that amounts are so withheld and timely remitted to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement needs to be paid to any employee or similar Person of any Group Company that constitutes “wages” or other relevant compensatory amount, such amount shall be deposited in the payroll account of the applicable Group Company and the amounts due to such employee or similar Person (net of any required Tax withholding) shall be paid to such Person pursuant to the next practicable scheduled payroll of the applicable Group Company.

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Article 3
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES

Subject to Section 9.8, except as set forth in the Company Disclosure Schedules, each of the Company and the Seller, as applicable, hereby represents and warrants to JAWS as follows:

Section 3.1Organization and Qualification.

(a)Each Group Company and the Seller is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). Section 3.1(a) of the Company Disclosure Schedules sets forth the jurisdiction of formation or organization (as applicable) for each Group Company and the Seller. Each Group Company and the Seller has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not have a Company Material Adverse Effect.

(b)True and complete copies of the Governing Documents of the Company and the Seller have been made available to JAWS, in each case, as amended and in effect as of the date of this Agreement. The Governing Documents of the Company and the Seller are in full force and effect, and neither the Seller nor the Company is in breach or violation of any provision set forth in its Governing Documents.

(c)Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Company Material Adverse Effect.

Section 3.2Capitalization of the Group Companies.

(a)Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Seller and the Company issued and outstanding, and (ii) the identity of the Persons that are the record and beneficial owners thereof. All of the Equity Securities of the Seller and the Company have been duly authorized and validly issued. All of the outstanding Company Membership Interests are, and Company Common Units will be upon the adoption of the Amended and Restated Company LLC Agreement, fully paid and non-assessable. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or the Company LLC Agreement or any other Contract to which the Company is party or bound, (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company.

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(b)The Equity Securities of the Company are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company LLC Agreement). Except for the Company LLC Agreement, there are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities.

(c)Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. There are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiary of the Company.

(d)Except as set forth on Section 3.2(d) of the Company Disclosure Schedules, none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture.

(e)Section 3.2(e) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies (excluding intercompany Indebtedness among the Company and its Subsidiaries) as of the date of this Agreement, including the debtor and the creditor thereof.

(f)Section 3.2(f) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies.

Section 3.3Authority. The Seller and the Company each have the requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the Seller Unitholder Written Consent and the Company Unitholder Written Consent, the execution and delivery of this Agreement, the Ancillary Documents to which the Seller and the Company, as applicable, is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate (or other similar) action on the part of the Seller and the Company, as applicable. This Agreement and each Ancillary Document to which the Seller or the Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Seller or the Company, as applicable, and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Seller or the Company (assuming that this Agreement and the Ancillary Documents to which it is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), as applicable, enforceable against the Seller or the Company, as applicable, in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

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Section 3.4Financial Statements; Undisclosed Liabilities.

(a)The Company has made available to JAWS a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended, and (ii) the unaudited consolidated balance sheets of the Group Companies as of September 30, 2019 and September 30, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies for each of the nine-month periods then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the American Institute of Certified Public Accountants and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(b) The audited consolidated balance sheet of the Group Companies as of December 31, 2020 and the related audited consolidated statement of operations and comprehensive loss, stockholders’ deficit and cash flow of the Group Companies for the twelve month period then ended (the “Closing Company Audited Financial Statements”) and the Required Company Audited Financial Statements, in each case, when delivered following the date of this Agreement in accordance with Section 5.16, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the dates thereof and for the periods indicated therein, except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

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(c)Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP.

(d)Except as set forth in Section 3.4(d) of the Company Disclosure Schedule, the Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects.

(e)Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, since the incorporation of the Company, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Section 3.5Consents and Requisite Governmental Approvals; No Violations.

(a)No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Seller or the Company with respect to the Seller’s or the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Seller or the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) filing of the Certificate of Merger or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect.

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(b)Neither the execution, delivery or performance by the Seller or the Company of this Agreement nor the Ancillary Documents to which the Seller or Company is or will be a party nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of the Seller or the Company, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any Group Company or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of any Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect.

Section 3.6Permits. Each of the Group Companies has all Permits (the “Material Permits”) that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to hold the same would not result in a Company Material Adverse Effect. Except as is not and would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) each Material Permit is in full force and effect in accordance with its terms and (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Group Companies.

Section 3.7Material Contracts.

(a) Section 3.7(a) of the Company Disclosure Schedules sets forth a list of the following Contracts to which a Group Company is, as of the date of this Agreement, a party (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedules if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”):

(i)            any Contract relating to Indebtedness of any Group Company for borrowed money (excluding intercompany Indebtedness among the Company and its Subsidiaries) or to the placing of a Lien (other than any Permitted Lien) on any material assets or properties of any Group Company;

(ii)           any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000.00;

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(iii)          any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000.00;

(iv)          any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from any Group Company in excess of $100,000.00 over the life of the Contract and (B) any Contract with respect to material Company Licensed Intellectual Property (other than any Contract of the type described in clauses (A) through (C) of Section 3.13(c));

(v)           any Contract that (A) limits or purports to limit, in any material respect, the freedom of any Group Company to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of JAWS or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, JAWS or any of its Affiliates after the Closing;

(vi)          any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $500,000.00 annually or (B) $500,000.00 over the life of the agreement;

(vii)         any Contract requiring any Group Company to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a Group Company, in each case in excess of $100,000.00;

(viii)        any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person;

(ix)           any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedules;

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(x)            any Contract with any Person (A) pursuant to which any Group Company (or JAWS or any of its Affiliates after the Closing) may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Intellectual Property Right;

(xi)           any Contract (A) governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, individual independent contractor or other service provider of a Group Company (other than physicians) whose annual base salary (or, in the case of an independent contractor, annual base compensation) is in excess of $200,000.00, or (B) providing for any Change of Control Payment of the type described in clause (a) of the definition thereof;

(xii)          any Contract for the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation;

(xiii)         any CBA;

(xiv)         any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments after the date of this Agreement, (B) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company (or JAWS or any of its Affiliates after the Closing);

(xv)          any other Contract (other than Contracts governing the terms of employment) the performance of which requires either (A) annual payments from any Group Company in excess of $500,000.00 or (B) aggregate payments from any Group Company in excess of $500,000.00 over the life of the agreement and, in each case, that is not terminable by the applicable Group Company without penalty upon not more than thirty (30) days’ prior written notice; and

(xvi)         any other Contract between any Group Company, on the one hand, and any of the top ten (10) payors of the Company and its Subsidiaries, on the other hand, as measured by aggregate gross revenue during (A) the twelve-month (12-month) period ending December 31, 2019 and (B) the current fiscal year to date.

(b)(i) Each Material Contract is valid and binding on the applicable Group Company and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect and (ii) the applicable Group Company and, to the knowledge of the Company, the counterparties thereto are not in material breach of, or default under, any Material Contract.

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Section 3.8Absence of Changes. During the period beginning on January 1, 2020 and ending on the date of this Agreement, (a) no Company Material Adverse Effect has occurred and (b) except as expressly contemplated by this Agreement, any Ancillary Document or in connection with the transactions contemplated hereby and thereby, (i) the Company has conducted its business in the ordinary course in all material respects and (ii) no Group Company has taken any action that would require the consent of JAWS if taken during the period from the date of this Agreement until the Closing pursuant to Section 5.1(b)(i), Section 5.1(b)(viii), Section 5.1(b)(xi), Section 5.1(b)(xiv) or Section 5.1(b)(xv).

Section 3.9Litigation. As of the date of this Agreement, there is (and since December 31, 2018 there has been) no Proceeding pending or, to the Company’s knowledge, threatened against the Seller or any Group Company that, if adversely decided or resolved, has been or would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. Neither the Seller, the Group Companies nor any of their respective properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by a Group Company pending against any other Person.

Section 3.10Compliance with Applicable Law. Each Group Company (a) conducts (and since December 31, 2018 has conducted) its business in accordance with all Laws and Orders applicable to such Group Company and is not in violation of any such Law or Order and (b) has not received any written communications from a Governmental Entity that alleges that such Group Company is not in compliance with any such Law or Order, except in each case of clauses (a) and (b), as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.11Employee Plans.

(a)Section 3.11(a) of the Company Disclosure Schedules sets forth a true and complete list of all material Employee Benefit Plans. With respect to each material Employee Benefit Plan, the Group Companies have provided JAWS with (x) true and complete copies of the material documents pursuant to which the plan is maintained, funded and administered and (y) (if applicable) the most recent IRS determination or opinion letter.

(b)No Employee Benefit Plan is and no Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Employee Benefit Plan provides, and no Group Company has any material Liabilities to provide any retiree, post-ownership or post-termination health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar Law and for which the recipient pays the full cost of coverage. No Group Company has any material Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person.

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(c)Each Employee Benefit Plan has been established, maintained, funded, operated and administered in all material respects in compliance with its terms and applicable Law, including ERISA and the Code and to the Company’s knowledge no event has occurred and no condition exists, that has subjected, or would reasonably be expected to subject, any Group Company to any material tax, fine, lien, penalty or other Liability imposed by ERISA, the Code or any other applicable law. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service, and to the Company’s knowledge nothing has occurred that could reasonably be expected to adversely affect such Employee Benefit Plan’s qualified status. None of the Group Companies has incurred (whether or not assessed) or could reasonably be expected to incur any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code.

(d)As of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any Employee Benefit Plan (other than routine claims for benefits). There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Employee Benefit Plan, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. With respect to each Employee Benefit Plan, all material contributions, distributions, reimbursements and premium payments that are due have been timely made and any such amounts not yet due have been paid or properly accrued.

(e)The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (i) result in any payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (iii) result in the acceleration of the time of payment or vesting, trigger any payment or funding of any compensation or benefits or increase any amount payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iv) limit or restrict the right of any of the Group Companies to merge, amend or terminate any Employee Benefit Plan.

(f)No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of any of the Group Companies as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) could result in an “excess parachute payment” within the meaning of Section 280G of the Code.

(g)Each Employee Benefit Plan that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has at all relevant times been operated in compliance in all material respects with, and each Group Company has complied in practice and operations in all material respects with, all applicable requirements of Section 409A of the Code and applicable guidance thereunder.

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(h)The Group Companies have no obligation to make a “gross-up” or similar payment, indemnify or otherwise reimburse any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies for any taxes that may become payable under Section 4999 or 409A of the Code.

(i)The Group Companies have no material liability by reason of an individual who performs or performed services for the Group Companies in any capacity being improperly excluded from participating in an Employee Benefit Plan or any person being improperly allowed to participate in any Employee Benefit Plan.

Section 3.12Environmental Matters. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole:

(a)None of the Group Companies have received any written notice or communication from any Governmental Entity or any other Person regarding any actual, alleged, or potential violation in any respect of, or a failure to comply in any respect with, any Environmental Laws.

(b)There is (and since the incorporation of the Company there has been) no Proceeding pending or, to the Company’s knowledge, threatened in writing against any Group Company pursuant to Environmental Laws.

(c)There has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances.

The Group Companies have made available to JAWS copies of all material environmental, health and safety reports and documents that are in any Group Company’s possession or control relating to the current or former operations, properties or facilities of the Group Companies.

Section 3.13Intellectual Property.

(a)Section 3.13(a) of the Company Disclosure Schedules sets forth a true and complete list of (i) all currently issued or pending Company Registered Intellectual Property, (ii) Company Licensed Intellectual Property (other than Off-the-Shelf Software licensed on a non-exclusive basis for less than $25,000 per year) and (iii) material unregistered Marks currently used to identify any products or services offered by any Group Company that are owned by any Group Company, in each case, as of the date of this Agreement. Section 3.13(a) of the Company Disclosure Schedules lists, for each item of Company Registered Intellectual Property as of the date of this Agreement (A) the record owner of such item, (B) the jurisdictions in which such item has been issued or registered or filed, (C) the issuance, registration or application date, as applicable, for such item and (D) the issuance, registration or application number, as applicable, for such item.

(b)As of the date of this Agreement, all fees and filings necessary to maintain any material Company Registered Intellectual Property have been timely submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such material Company Registered Intellectual Property in full force and effect. As of the date of this Agreement, no issuance or registration obtained and no application filed by the Group Companies for any Intellectual Property Right has been cancelled, abandoned, allowed to lapse or not renewed, except where such Group Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application. As of the date of this Agreement there are no material Proceedings pending, including litigations, interference, re-examination, inter parties review, reissue, opposition, nullity, or cancellation proceedings pending challenging the validity or enforceability of any of the Company Registered Intellectual Property and, to the Company’s knowledge, no such material Proceedings are threatened by any Governmental Entity or any other Person.

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(c)A Group Company exclusively owns all right, title and interest in and to all material Company Owned Intellectual Property free and clear of all Liens or obligations to others (other than Permitted Liens). For all Patents owned by the Group Companies, each inventor on the Patent has assigned their rights to a Group Company. No Group Company has (i) transferred ownership of, or granted any exclusive license with respect to, any material Company Owned Intellectual Property to any other Person or (ii) granted any customer the right to use any material Company Product on anything other than a non-exclusive basis. Section 3.13(c) of the Company Disclosure Schedules sets forth a list of all current Contracts for Company Licensed Intellectual Property as of the date of this Agreement to which any Person has been granted any license or covenant not to sue under, or otherwise has received or acquired any right (whether or not exercisable) or interest in, any Company Owned Intellectual Property, other than (A) licenses to Off-the-Shelf Software, (B) licenses to Public Software and (C) non-disclosure agreements and licenses granted by employees, individual consultants or individual contractors of any Group Company pursuant to Contracts with employees, individual consultants or individual contractors, in each case, that do not materially differ from the Group Companies’ form therefor that has been made available to JAWS. The applicable Group Company has valid rights under all Contracts for Company Licensed Intellectual Property to use, sell, license and otherwise exploit, as the case may be, all Company Licensed Intellectual Property licensed pursuant to such Contracts as the same is currently used, sold, licensed and otherwise exploited by such Group Company. The Company Owned Intellectual Property and the Company Licensed Intellectual Property, to the knowledge of the Company, constitutes all of the Intellectual Property Rights used or held for use by the Group Companies in the operation of their respective businesses, and, to the Company’s knowledge, all Intellectual Property Rights necessary and sufficient to enable the Group Companies to conduct their respective businesses as currently conducted in all material respects. The Company Registered Intellectual Property and the Company Licensed Intellectual Property, to the knowledge of the Company, is valid, subsisting and enforceable, and, to the Company’s knowledge, all of the Group Companies’ rights in and to the Company Registered Intellectual Property, the Company Owned Intellectual Property and the Company Licensed Intellectual Property, are valid and enforceable (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(d)Each Group Company’s employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Company Owned Intellectual Property since December 31, 2018 (each such person, a “Creator”) have agreed to maintain and protect the trade secrets and confidential information of all Group Companies. Except as set forth on Section 3.13(d) of the Company Disclosure Schedules, each Group Company’s employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Company Owned Intellectual Property have assigned or have agreed to a present assignment to such Group Company all Intellectual Property Rights authored, invented, created, improved, modified or developed by such person in the course of such Creator’s employment or other engagement with such Group Company.

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(e)Each Group Company has taken commercially reasonable steps substantially consistent with other Persons in the same industry to safeguard and maintain the secrecy of any trade secrets, know-how and other confidential information owned by each Group Company. Without limiting the foregoing, each Group Company has not disclosed any trade secrets, know-how or confidential information to any other Person unless such disclosure was under an appropriate written non-disclosure agreement containing appropriate limitations on use, reproduction and disclosure. To the Company’s knowledge, there has been no violation or unauthorized access to or disclosure of any trade secrets, know-how or confidential information of or in the possession each Group Company, or of any written obligations with respect to such.

(f)None of the Company Owned Intellectual Property and, to the Company’s knowledge, none of the Company Licensed Intellectual Property is subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Group Companies or affects the validity, use or enforceability of any such Company Owned Intellectual Property, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

(g)To the Company’s knowledge, neither the conduct of the business of the Group Companies nor any of the Company Products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Group Companies nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any Company Product infringes, constitutes or results from an unauthorized use or misappropriation of or otherwise violates any Intellectual Property Rights of any other Person, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

(h)Since December 31, 2018, there is no material Proceeding pending nor has any Group Company received any written communications (i) alleging that a Group Company has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property or (iii) inviting any Group Company to take a license under any Patent or consider the applicability of any Patents to any products or services of the Group Companies or to the conduct of the business of the Group Companies.

(i)To the Company’s knowledge, no Person is infringing, misappropriating, misusing, diluting or violating any Company Owned Intellectual Property in any material respect. Since December 31, 2018, no Group Company has made any written claim against any Person alleging any infringement, misappropriation or other violation of any Company Owned Intellectual Property in any material respect.

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(j)To the Company’s knowledge, each Group Company has obtained, possesses and is in compliance with valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise used by such Group Company and/or its employees in connection with the Group Company business, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as whole. No Group Company has disclosed or delivered to any escrow agent or any other Person, other than employees or contractors who are subject to confidentiality obligations, any of the source code that is Company Owned Intellectual Property, and no other Person has the right, contingent or otherwise, to obtain access to or use any such source code. To the Company’s knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) will, or would reasonably be expected to, result in the delivery, license or disclosure of any source code that is owned by a Group Company or otherwise constitutes Company Owned Intellectual Property to any Person who is not, as of the date the event occurs or circumstance or condition comes into existence, a current employee or contractor of a Group Company subject to confidentiality obligations with respect thereto.

(k)No Group Company has accessed, used, modified, linked to, created derivative works from or incorporated into any proprietary Software that constitutes a product or service offered by a Group Company or is otherwise considered Company Owned Intellectual Property and that is distributed outside of the Group Companies, or is otherwise used in a manner that may trigger or subject such Group Company to any obligations set forth in the license for such Public Software, any Public Software, in whole or in part, in each case in a manner that (i) requires any Company Owned Intellectual Property to be licensed, sold, disclosed, distributed, hosted or otherwise made available, including in source code form and/or for the purpose of making derivative works, for any reason, (ii) grants, or requires any Group Company to grant, the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of any Company Owned Intellectual Property, (iii) limits in any manner the ability to charge license fees or otherwise seek compensation in connection with marketing, licensing or distribution of any Company Owned Intellectual Property or (iv) otherwise imposes any limitation, restriction or condition on the right or ability of any Group Company to use, hold for use, license, host, distribute or otherwise dispose of any Company Owned Intellectual Property, other than compliance with notice and attribution requirements, in each case, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.14Labor Matters.

(a)Except as set forth on Section 3.14(a) of the Company Disclosure Schedules, since December 31, 2018, (i) none of the Group Companies (A) has or has had any material Liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except as has not and would not reasonably be expected to result in, individually or in the aggregate, material Liability to the Group Companies.

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(b)Since December 31, 2018, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the transactions contemplated by this Agreement.

(c)No Group Company is a party to or bound by any CBA or other agreements with any labor organization, labor union, works council or other employee representative or any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective group nor to the knowledge of the Company is there any duty on the part of any Group Company to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group and no employees of the Group Companies are represented by any labor union, works council, other labor organization or employee representative with respect to their employment with the Group Companies. Since December 31, 2018, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since December 31, 2018, there have been no labor organizing activities with respect to any employees of any Group Company.

(d)No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19.

(e)The Group Companies have promptly, thoroughly and impartially investigated all sexual harassment or other discrimination, retaliation or policy violation allegations of which they are or were aware in the past two years. With respect to each such allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper conduct. None of the Group Companies reasonably expect any material liability with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors or agents of the Group Companies that, if known to the public, would bring the Group Companies into material disrepute.

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Section 3.15Insurance. Section 3.15 of the Company Disclosure Schedules sets forth a list of all material policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by any Group Company as of the date of this Agreement. All such policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full as of the date of this Agreement, and true and complete copies of all such policies have been made available to JAWS. As of the date of this Agreement, no claim by any Group Company is pending under any such policies as to which coverage has been denied or disputed, or rights reserved to do so, by the underwriters thereof, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.16Tax Matters.

(a)All income and other material Tax Returns required to be filed by or with respect to each Group Company has been timely filed pursuant to applicable Laws. All income and other material Tax Returns filed by or with respect to each of the Group Companies are true, complete and correct in all material respects and have been prepared in material compliance with all applicable Laws. Each Group Company has paid all material amounts of Taxes due and payable by it (whether or not shown as due and payable on any Tax Return. Each Group Company has timely and properly withheld and paid to the appropriate Tax Authority all income and other material amounts of Taxes required to have been withheld and paid by it in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder or other third party and has otherwise complied in all material respects with all applicable Laws relating to such withholding and payment of Taxes.

(b)Each Group Company has complied in all material respects with all Laws relating to the reporting and payment of sales, use, ad valorem and value added Taxes.

(c)No written claim has been made by a Tax Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is subject to taxation in that jurisdiction.

(d)There is no material Tax audit or examination or any material Proceeding now being conducted, pending or threatened in writing with respect to any Taxes or Tax Returns of or with respect to any Group Company. No Group Company has commenced a voluntary disclosure proceeding in jurisdiction that has not been fully resolved or settled. All material deficiencies for Taxes asserted or assessed in writing against any Group Company have been fully paid, settled or withdrawn, and, to the knowledge of the Company, no such deficiency has been threatened or proposed in writing against any Group Company.

(e)No Group Company has agreed to (or has had agreed to on its behalf) any extension or waiver of the statute of limitations applicable to any Tax or Tax Return, or any extension of time with respect to a period of Tax collection, assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired, and no request for any such waiver or extension is currently pending. No Group Company is the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the applicable Governmental Entity) within which to file any Tax Return not previously filed. No private letter ruling, administrative relief, technical advice, request for a change of any method of accounting, closing agreement, or other similar ruling, agreement or request has been granted or issued by, or is bending with, any Tax Authority that relates to the Taxes or Tax Returns of any Group Company.

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(f)No Group Company has been a party to any “listed transaction” and within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of U.S. state or local or non-U.S. Tax Law).

(g)The Company is (and has been for its entire existence) properly treated as a disregarded entity for U.S. federal and all applicable state and local income Tax purposes. Each Subsidiary of the Company is (and has been for its entire existence) properly treated for U.S. federal and all applicable state and local income tax purposes as the type of entity set forth opposite its name on Section 3.16(g) of the Company Disclosure Schedules. No election has been made (or is pending) to change any of the foregoing.

(h)No Group Company will be required to include an item of income, or exclude an item of deduction, for any period after the Closing Date (determined with and without regard to the transactions contemplated hereby) as a result of: (i) an installment sale transaction occurring on or before the Closing Date governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Laws); (ii) a transaction occurring on or before the Closing Date reported as an open transaction for U.S. federal income Tax purposes (or any similar doctrine under state, local, or non-U.S. Laws); (iii) any prepaid amounts received or paid on or prior to the Closing Date or deferred revenue realized, accrued or received on or prior to the Closing Date; (iv) an agreement entered into with any Governmental Entity (including a “closing agreement” under Section 7121 of the Code) on or prior to the Closing Date; or (v) intercompany transaction occurring or any excess loss account existing on or prior to the Closing Date, in each case described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local, or non-U.S. Laws).

(i)No Group Company uses the cash method of accounting for income Tax purposes or will be required to make any payment after the date of the Latest Balance Sheet as a result of an election under Section 965 of the Code (or any similar provision of state, local, or non-U.S. Laws). No Group Company owns or has owned in the last two (2) years an interest in any Flow-Thru Entity other than a Company Subsidiary listed on Section 3.16(i) of the Company Disclosure Schedules. No Group Company is party to or bound by any closing agreement or similar agreement with any Tax Authority the terms of which would have an effect on any Group Company after the date of the Latest Balance Sheet.

(j)There is no Lien for Taxes on any of the assets of any Group Company, other than Permitted Liens.

(k)No Group Company has ever been a member of any Affiliated Group (other than an Affiliated Group the common parent of which is a Group Company). No Group Company has any actual or potential liability for Taxes of any other Person (other than any Group Company) as a result of Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Laws), successor liability, transferee liability, joint or several liability, by contract, by operation of Law, or otherwise (other than pursuant to an Ordinary Course Tax Sharing Agreement). No Group Company is party to or bound by any Tax Sharing Agreement, except for any Ordinary Course Tax Sharing Agreement. All amounts payable with respect to (or reference to) Taxes pursuant to any Ordinary Course Tax Sharing Agreement have been timely paid in accordance with the terms of such contracts.

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(l)Except as set forth on Section 3.16(l) of the Company Disclosure Schedules, no Group Company is organized in any jurisdiction outside of the United States. No Group Company (i) has or has had in the last five (5) years an office, permanent establishment, branch, agency or taxable presence outside the United States or (ii) is or has been in the last five (5) years a resident for Tax purposes in any jurisdiction outside the United States.

(m)No Group Company has (i) elected to defer the payment of any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) pursuant to Section 2302 of the CARES Act, (ii) deferred payment of any Taxes (including withholding Taxes) pursuant to Internal Revenue Service Notice 2020-65 or any related or similar order or declaration from any Governmental Entity (including without limitation the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States), or (iii) claimed any “employee retention credit” pursuant to Section 2301 of the CARES Act.

(n)For the avoidance of doubt, Section 3.11 and this Section 3.16 contain the sole and exclusive representations and warranties with respect to matters relating to Taxes. Nothing in this Section 3.16 or otherwise in this Agreement shall be construed as a representation, covenant or warranty with respect to (i) the amount or availability of any net operating loss, capital loss, Tax credit carryover, Tax basis, or other Tax asset or attribute generated or arising in or in respect of a Pre-Closing Tax Period or (ii) any Tax positions that any Group Company may take in or in respect of a taxable period (or portion thereof) beginning after the Closing Date.

Section 3.17Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 3.17 of the Company Disclosure Schedules (which fees shall be the sole responsibility of the Company, except as otherwise provided in Section 9.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller, the Company or any of their respective Affiliates for which any of the Group Companies has any obligation.

Section 3.18Real and Personal Property.

(a)Owned Real Property. No Group Company owns or has ever owned any real property.

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(b)Leased Real Property. Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by any of the Group Companies (the “Leased Real Property”) and all Real Property Leases (and the name and date of the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is a tenant, licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. True and complete copies of all such Real Property Leases have been made available to JAWS. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth in Section 3.18(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Group Company to its respective Leased Real Property has not been disturbed, (iii) there is no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business, and (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property or any portion thereof in the operation of the Business.

(c)Condemnation. There is no condemnation, expropriation, or other proceeding in eminent domain pending or, to the Company’s knowledge, threatened, affecting any Leased Real Property or any portion thereof or interest therein.

(d)Mechanics Liens. There is no amount due and payable to any architect, contractor, subcontractor, materialman, or other Person for work or labor performed for, or materials or supplies provided to, or in connection with, any Leased Real Property or portion thereof which is delinquent. There is no work or labor being performed for, or materials or supplies being provided to, or in connection with, any Leased Real Property or portion thereof, or to be performed or supplied prior to Closing, other than routine maintenance and repair work which costs and expenses through which shall be paid in full prior to Closing.

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(e)Compliance with Real Property Laws. The Leased Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property (collectively, the “Real Property Laws”), and the current use or occupancy of the Leased Real Property or operation of the Business thereon does not violate any Real Property Laws. Neither the Company nor Subsidiary, including any Group Company, has received any notice of violation of any Real Property Law and, to the Company’s knowledge, there is no basis for the issuance of any such notice or the taking of any action for such violation. There is no pending or, to the Company’s knowledge, anticipated change in any Real Property Law that will have a material adverse effect on the lease, use, or occupancy of any Leased Real Property or any portion thereof in the continued operation of the Business.

(f)Personal Property. Each Group Company has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material assets and properties of the Group Companies reflected in the Financial Statements or thereafter acquired by the Group Companies, except for assets disposed of in the ordinary course of business.

Section 3.19Transactions with Affiliates. Section 3.19 of the Company Disclosure Schedules sets forth, and the Company has made available to JAWS true and complete copies of, all Contracts between (a) any Group Company, on the one hand, and (b) any Company Related Party, on the other hand, other than Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 5.1(b) or entered into in accordance with Section 5.1(b). No Company Related Party (A) owns any interest in any material asset used in any Group Company’s business, or (B) owes any material amount to, or is owed any material amount by, any Group Company (other than ordinary course accrued compensation, employee benefits, employee or director expense reimbursement or other transactions entered into after the date of this Agreement that are either permitted pursuant to Section 5.1(b) or entered into in accordance with Section 5.1(b)). All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 3.19 are referred to herein as “Company Related Party Transactions”. “Company Related Party” shall mean any Affiliate of any Group Company (other than, for the avoidance of doubt, any other Group Company) and any Group Company’s or their Affiliates’ respective current, former or future directors, officers, general or limited partners, direct or indirect equityholders, members, managers, controlling persons, employees, Immediate Family members or other representatives and the respective successors and assigns of any of the foregoing Persons.

Section 3.20Data Privacy and Security.

(a)Each Group Company has implemented written policies relating to the Processing of Personal Data as and to the extent required by applicable Privacy Laws (“Privacy and Data Security Policies”).

(b)The Company has not received notice of any pending Proceedings, nor has there been any material Proceedings against any Group Company initiated by (i) any Person; (ii) the United States Federal Trade Commission, any state attorney general or similar state official; or (iii) any other Governmental Entity, in each case, alleging that any Processing of Personal Data by or on behalf of a Group Company is in violation of any applicable Privacy Requirements.

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(c)Since the formation of the Company, to the Company’s knowledge, (i) there has been no unauthorized access, use or disclosure of Personal Data in the possession or control of any Group Company and (ii) there have been no unauthorized intrusions or breaches of security into any Company IT Systems except, in the case of clauses (i) and (ii), as would not have a Company Material Adverse Effect.

(d)Each Group Company owns or has a license to use the Company IT Systems as necessary to operate the business of each Group Company as currently conducted. The Company IT Systems are sufficient and in good working condition for the operation of the Business in all material respects.

Section 3.21Compliance with International Trade & Anti-Corruption Laws.

(a)Neither the Group Companies nor, to the Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the incorporation of the Company, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any country or territory which is or has, since the incorporation of the Company, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan and Syria).

(b)Neither the Group Companies nor, to the Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Section 3.22Information Supplied. None of the information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement / Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the Pre-Closing JAWS Holders or at the time of the JAWS Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 3.23Regulatory Compliance.

(a)The activities of the Group Companies and the Affiliated Provider Practices are, and during the last three (3) years have been, conducted in compliance in all material respects with all Health Care Laws applicable to the Group Companies and the Affiliated Provider Practices. Without limiting the foregoing, none of the Group Companies or the Affiliated Provider Practices have engaged in any of the following:

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(i)            knowingly and willfully making or causing to be made a false statement, claim, or representation of a material fact in any application for any benefit or payment from any payer;

(ii)           knowingly and willfully making or causing to be made any false statement, claim, or representation of a material fact for use in determining rights to any benefit or payment from any payer;

(iii)          presenting or causing to be presented a claim for reimbursement to any payer for services that is for an item or service that was known or should have been known to be (1) not provided as claimed or (2) false or fraudulent;

(iv)          failing to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment from any payer;

(v)           knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (1) in return for referring an individual to a Person for the furnishing or withholding, or arranging for the furnishing or withholding, of any item or service for which payment may be made in whole or in part by Medicare or any other federal or state health care program or payer, or (2) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare or any other federal or state health care program or payer; or

(vi)knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement, claim, or representation (or knowingly and willfully omitting to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (1) a facility in order that the facility may qualify for Medicare or other federal or state health care program certification or (2) information required to be provided under § 1124A of the Social Security Act (42 U.S.C. § 1320a-3).

(b)The Company and its Subsidiaries and, to the Company’s knowledge, each Affiliated Provider Practice during the last three (3) years has filed all material reports, statements, documents, registrations, filings, Regulatory Permits and submissions required to be filed by it under applicable Health Care Laws. During the last three (3) years, no written notice has been received by, and no claims have been filed against any Group Company or Affiliated Provider Practice by any Governmental Entity alleging a material violation of any Health Care Law.

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(c)In the conduct of the Business, no Group Company, Affiliated Provider Practice, nor any officer, director, manager (in the case of a limited liability company) or owner acting on behalf of a Group Company or Affiliated Provider Practice, has (i) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, patient, governmental official or employee or other Person who was, is or may be in a position to help or hinder a Group Company or Affiliated Provider Practice (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (ii) established or maintained any unrecorded fund or asset or knowingly made any false entries on any books or records for any purpose.

(d)Except as set forth in Section 3.23(d) of the Company Disclosure Schedules, each Group Company and Affiliated Provider Practice possesses all material health care Permits required under applicable Health Care Laws necessary for the conduct of the Business and all such material health care Permits are in valid force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any Affiliated Provider Practice is in material breach or violation of, or default under, any such Permit. During the last three (3) years, no Group Company or Affiliated Provider Practice has received any written notice or communication from any Governmental Entity regarding any material violation of any Permit required under applicable Health Care Laws.

(e)Each provider employed by or contracted with the Company and its Subsidiaries and, to the Company’s knowledge, each Affiliated Provider has been duly licensed and registered, is in good standing in the state in which such Affiliated Provider practices his or her profession, such license and registration have not been suspended, revoked or restricted in any manner, and such licenses and registrations are all that are required for such Person to perform his or her duties for such Group Company or Affiliated Provider Practice. When providing professional services on behalf of a Group Company, the Group Companies’ employed and contracted providers and, to the knowledge of the Company, the Affiliated Providers have at all times held the licenses and registrations required to provide such professional services.

(f)Except as set forth in Section 3.23(f) of the Company Disclosure Schedules, none of the Group Companies or the Affiliated Provider Practices, nor, to the knowledge of the Group Companies, any Affiliated Providers, are a party to, or bound by, any order, individual integrity agreement, corporate integrity agreement, deferred prosecution agreement, consent decree, settlement agreement, written corrective action plan or similar agreement or consent order that is currently in effect with the Office of Inspector General of the Department of Health and Human Services or any other Governmental Entity concerning compliance with any Health Care Laws. The Group Companies maintain a compliance program having in all material respects the elements of an effective corporate compliance and ethics program.

(g)None of the Company or its Subsidiaries nor, to the Company’s knowledge, any Affiliated Provider Practice, or while associated or affiliated with the Group Companies or Affiliated Provider Practice, any officer, director, manager (in the case of a limited liability company) or owner of any Group Company or Affiliated Provider Practice (in each case in their capacity as such): (i) has been convicted of any criminal offense relating to the delivery of an item or service under any federal or state health care program; (ii) has been debarred, excluded or suspended from or otherwise rendered ineligible for participation in any federal or state health care program; (iii) has had a civil monetary penalty assessed against it, him or her under Section 1128A of the Social Security Act; (iv) is currently listed on the General Services Administration published list of parties excluded from federal procurement programs and non-procurement programs; or (v) is currently the subject of any investigation, inquiry, or enforcement Proceeding by any Governmental Entity regarding compliance with any Health Care Law.

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(h)The Company and its Subsidiaries and, to the Company’s knowledge, each Affiliated Provider Practice that has coded and submitted codes (including for risk adjustment purposes), or billed and submitted fee for service claims, has done so in material compliance with applicable Contractual obligations and applicable Law, and has not intentionally billed for amounts in excess of amounts allowed by such Contractual obligations or applicable Law, nor has any Group Company or Affiliated Provider Practice knowingly retained any overpayments.

(i)Except for audits and overpayment adjustments arising in the ordinary course of business, no Group Company or Affiliated Provider Practice has any material payment audit or dispute involving an alleged overpayment currently pending with a governmental or commercial payer.

(j)The Company and its Subsidiaries and, to the Company’s knowledge, each Affiliated Provider Practices is, and for the three (3) years has been, in compliance in all material respects with HIPAA and state data privacy and security laws related to individually identifiable health information. The Group Companies and the Affiliated Provider Practices have not received written notice of, and there is no action at law or in equity or, to the Company’s knowledge, inquiry or investigation pending or threatened with respect to any alleged “breach” (as defined in HIPAA) by a Group Company, Affiliated Provider Practice or its “workforce”. Except as set forth on Section 3.23(j) of the Company Disclosure Schedules, no “breach” by the Company or any of its Subsidiaries or, to the Company’s knowledge, any Affiliated Provider Practice or its “workforce” or successful “security incident” has occurred with respect to “protected health information” (as such terms are defined by HIPAA) in the possession or under the control of the Group Companies or Affiliated Provider Practices for the past three (3) years. Each of the Group Companies has conducted a risk analysis as required by HIPAA and has implemented appropriate corrective action to address all material vulnerabilities identified through such analysis. Each Group Company and Affiliated Provider Practice has a written, signed and HIPAA-compliant business associate agreement, when required by HIPAA, with each Person that is a “covered entity” or “business associate” as such terms are defined in HIPAA, and has materially complied with such agreements. Each Group Company and Affiliated Provider Practice has maintained a compliance program, including written policies and procedures that address the Group Company’s and Affiliated Provider Practice’s HIPAA compliance efforts.

(k)The Company and its Subsidiaries and, to the Company’s knowledge, the Affiliated Provider Practices, as applicable, have (i) complied with the terms and conditions of all Provider Relief Fund Payment Terms and Conditions applicable to Provider Relief Fund payments received by the Group Companies or any Affiliated Provider Practice, including with respect to attestation, allocation and use of any such Provider Relief Fund payments and (ii) all applications submitted by any Group Company or Affiliated Provider Practice in support of advanced payments received from the Centers for Medicare and Medicaid Services or payments from the Provider Relief Fund have been accurate in all respects.  To the Company’s knowledge, no event, including changes to guidance issued by the Centers for Medicare and Medicaid Services or the U.S. Department of Health and Human Services, has caused or will cause the Group Companies or Affiliated Provider Practices to become ineligible for, or require immediate repayment of, any funds received from the Provider Relief Fund. None of the Group Companies or Affiliated Provider Practices have requested or received any coronavirus-related relief funds made available by the Federal Emergency Management Authority, state, local or tribal Governmental Entities, or other coronavirus-related relief programs administered by the U.S. Department of Health and Human Services.

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Section 3.24Affiliated Provider Practices.

(a)Section 3.24(a) of the Company Disclosure Schedules sets forth a list of each Affiliated Provider Practice as of the date of this Agreement and (i) its name and jurisdiction of organization or formation, (ii) the number of authorized shares or other equity interests, (iii) the number of issued and outstanding shares or other equity interests (including which of such equity interests are vested and which are unvested), and (iv) the names of all of the holders thereof and the number or percentage, as applicable, of shares or other equity interests held by each such holder. Section 3.24(a) of the Company Disclosure Schedules also sets forth a list as of the date of this Agreement of those Affiliated Provider Practices that were previously, but are not currently, affiliated with the Group Companies.

(b)Each Affiliated Provider Practice is a corporation or other legal entity duly organized or formed, validly existing and in good standing (or the equivalent thereof, where such concept is recognized) under the Laws of its state of formation, organization or incorporation, as applicable, and has all requisite corporate or other entity power and authority to own, lease and operate its material properties and to carry on its business as it is now being conducted.

Section 3.25Investigation; No Other Representations.

(a)Each of the Seller and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the JAWS Parties and (ii) it has been furnished with or given access to such documents and information about the JAWS Parties and its businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b)In entering into this Agreement and the Ancillary Documents to which it is or will be a party, each of the Seller and the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of JAWS, any JAWS Non-Party Affiliate or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which it is or will be a party, none of JAWS, any JAWS Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

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Section 3.26EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO JAWS PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS Article 3 OR THE ANCILLARY DOCUMENTS, NONE OF The Company, ANY COMPANY NON-PARTY AFFILIATE OR ANY OTHER PERSON MAKES, and the company EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES THAT HAVE BEEN MADE AVAILABLE TO ANY JAWS PARTY OR ANY OF THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE GROUP COMPANIES BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY ANY JAWS PARTY OR ANY JAWS NON-PARTY AFFILIATE IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Except for the representations and warranties expressly set forth in article 3 OR the ancillary DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANy, ANY COMPANY NON-PARTY AFFILIATE OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY ANY JAWS PARTY OR ANY JAWS NON-PARTY AFFILIATE IN EXECUTING, DELIVERING or PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS or THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Article 4
REPRESENTATIONS AND WARRANTIES RELATING TO JAWS PARTIES

Subject to Section 9.8, except (a) as set forth on the JAWS Disclosure Schedules, or (b) as set forth in any JAWS SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), each JAWS Party hereby represents and warrants to the Company as follows:

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Section 4.1Organization and Qualification. Each JAWS Party is duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of its jurisdiction of organization.

Section 4.2Authority. Each JAWS Party has the requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the JAWS Shareholder Approval pursuant to Section 5.7, the execution and delivery of this Agreement, the Ancillary Documents to which a JAWS Party is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary exempted company, corporate, limited liability company or other similar action on the part of such JAWS Party. This Agreement has been and each Ancillary Document to which a JAWS Party is or will be a party will be, upon execution thereof, duly and validly executed and delivered by such JAWS Party and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of such JAWS Party (assuming this Agreement has been and the Ancillary Documents to which a JAWS Party is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against such JAWS Party in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 4.3Consents and Requisite Governmental Approvals; No Violations.

(a)No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a JAWS Party with respect to its execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE to permit the JAWS Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the Domestication, (v) the JAWS Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a JAWS Material Adverse Effect.

(b)Neither the execution, delivery or performance by a JAWS Party of this Agreement nor the Ancillary Documents to which such JAWS Party is or will be a party nor the consummation by such JAWS Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a JAWS Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a JAWS Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which a JAWS Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a JAWS Party, except in the case of clauses (ii) through (iv) above, as would not have a JAWS Material Adverse Effect.

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Section 4.4Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 4.4 of the JAWS Disclosure Schedules (which fees shall be the sole responsibility of the JAWS, except as otherwise provided in Section 9.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of JAWS for which JAWS has any obligation.

Section 4.5Information Supplied. None of the information supplied or to be supplied by or on behalf of a JAWS Party expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement / Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the Pre-Closing JAWS Holders or at the time of the JAWS Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 4.6Capitalization of the JAWS Parties.

(a)Section 4.6(a) of the JAWS Disclosure Schedules sets forth a true and complete statement of the number and class or series (as applicable) of the issued and outstanding JAWS Shares and the JAWS Warrants as of the date of this Agreement. Such Equity Securities (i) were not issued in violation of the Governing Documents of JAWS and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of JAWS) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the JAWS Shares and JAWS Warrants set forth on Section 4.6(a) of the JAWS Disclosure Schedules (taking into account, for the avoidance of doubt, any changes or adjustments to the JAWS Shares and the JAWS Warrants as a result of, or to give effect to, the Domestication and assuming that no JAWS Shareholder Redemptions are effected), immediately prior to Closing, there shall be no other outstanding Equity Securities of JAWS.

(b)As of the date of this Agreement, the authorized capital stock of JAWS consists of (i) 400,000,000 JAWS Class A Shares, (ii) 40,000,000 JAWS Class B Shares and (iii) 1,000,000 preference shares, each with a par value of $0.0001 per share. On the Closing Date after the time at which the Effective Time occurs and the closings under all of the Subscription Agreements have occurred, all of the issued and outstanding New JAWS Shares (A) will be duly authorized, validly issued, fully paid and nonassessable, (B) will have been issued in compliance in all material respects with applicable Law and (C) will not have been issued in breach or violation of any preemptive rights or Contract to which JAWS is a party or bound.

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(c)Except as expressly contemplated by this Agreement, the Ancillary Documents, the JAWS SEC Reports or the transactions contemplated hereby or thereby or as otherwise mutually agreed to by the Seller and JAWS, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require JAWS, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby or as otherwise mutually agreed in writing by the Seller and JAWS, there is no obligation of JAWS, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of JAWS.

Section 4.7SEC Filings. JAWS has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “JAWS SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional JAWS SEC Reports”). Each of the JAWS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional JAWS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the JAWS SEC Reports or the Additional JAWS SEC Reports (for purposes of the Additional JAWS SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the JAWS SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the JAWS SEC Reports.

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Section 4.8Trust Account. As of the date of this Agreement, JAWS has an amount in cash in the Trust Account equal to at least $690,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of May 18, 2020 (the “Trust Agreement”), between JAWS and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the JAWS SEC Reports to be inaccurate in any material respect or, to JAWS’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing JAWS Holders who shall have elected to redeem their JAWS Class A Shares pursuant to the Governing Documents of JAWS or (iii) if JAWS fails to complete a business combination within the allotted time period set forth in the Governing Documents of JAWS and liquidates the Trust Account, subject to the terms of the Trust Agreement, JAWS (in limited amounts to permit JAWS to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of JAWS) and then the Pre-Closing JAWS Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of JAWS and the Trust Agreement. JAWS has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of JAWS, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since May 18, 2020, JAWS has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing JAWS Holders who have elected to redeem their JAWS Class A Shares pursuant to the Governing Documents of JAWS, each in accordance with the terms of and as set forth in the Trust Agreement, JAWS shall have no further obligation under either the Trust Agreement or the Governing Documents of JAWS to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Section 4.9Transactions with Affiliates. Section 4.9 of the JAWS Disclosure Schedules sets forth, and JAWS has made available to the Seller true and complete copies of, all Contracts between (a) JAWS, on the one hand, and (b) any JAWS Related Party, on the other hand, other than Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 5.8 or entered into in accordance with Section 5.8. No JAWS Related Party (A) owns any interest in any material asset used in the business of JAWS, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, customer, lessor or lessee of JAWS or (C) owes any material amount to, or is owed material any amount by, JAWS. All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 4.9 are referred to herein as “JAWS Related Party Transactions”. “JAWS Related Party” shall mean any Affiliate of either JAWS or the Sponsor, or any of their respective current, former or future directors, officers, general or limited partners, direct or indirect equityholders (including the Sponsor), members, managers, controlling persons, employees, Immediate Family members or other representatives and the respective successors and assigns of any of the foregoing Persons.

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Section 4.10Litigation. As of the date of this Agreement, there is (and since its organization, incorporation or formation, as applicable, there has been) no Proceeding pending or, to JAWS’s knowledge, threatened against or involving a JAWS Party that, if adversely decided or resolved, would be material to a JAWS Party. Neither JAWS Party nor any of their respective properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by a JAWS Party pending against any other Person.

Section 4.11Compliance with Applicable Law. JAWS is (and since its incorporation has been) in compliance with all applicable Laws, except as would not have a JAWS Material Adverse Effect.

Section 4.12Business Activities. Since its incorporation, JAWS has not conducted any business activities other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a business combination, including those incident or related to or incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby or (iii) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in JAWS’s Governing Documents, there is no Contract binding upon any JAWS Party or to which any JAWS Party is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it or its Subsidiaries, any acquisition of property by it or its Subsidiaries or the conduct of business by it or its Subsidiaries (including, in each case, following the Closing).

Section 4.13Internal Controls; Listing; Financial Statements.

(a)Except as is not required in reliance on exemptions from various reporting requirements by virtue of JAWS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) JAWS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of JAWS’s financial reporting and the preparation of JAWS’s financial statements for external purposes in accordance with GAAP and (ii) JAWS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to JAWS is made known to JAWS’s principal executive officer and principal financial officer by others within JAWS.

(b)JAWS has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c)Since its initial public offering, JAWS has complied in all material respects with all applicable listing and corporate governance rules and regulations of NYSE. The classes of securities representing issued and outstanding JAWS Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of JAWS, threatened against JAWS by NYSE or the SEC with respect to any intention by such entity to deregister JAWS Class A Shares or prohibit or terminate the listing of JAWS Class A Shares on NYSE. JAWS has not taken any action that is designed to terminate the registration of JAWS Class A Shares under the Exchange Act.

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(d)The JAWS SEC Reports contain true and complete copies of the applicable JAWS Financial Statements. The JAWS Financial Statements (i) fairly present in all material respects the financial position of JAWS as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited JAWS Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(e)JAWS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for JAWS’s and its Subsidiaries’ assets. JAWS maintains and, for all periods covered by the JAWS Financial Statements, has maintained books and records of JAWS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of JAWS in all material respects.

(f)Since its incorporation, JAWS has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of JAWS to JAWS’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of JAWS to JAWS’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of JAWS who have a significant role in the internal controls over financial reporting of JAWS.

Section 4.14No Undisclosed Liabilities. Except for the Liabilities (a) set forth in Section 4.14 of the JAWS Disclosure Schedules, (b) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (it being understood and agreed that the expected third parties that are, as of the date hereof, entitled to fees, expenses or other payments in connection with the matters described in this clause (b) shall be set forth on Section 4.14 of the JAWS Disclosure Schedules), (c) that are incurred in connection with or incident or related to JAWS Party’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, in each case, which are immaterial in nature, (d) that are incurred in connection with activities that are administrative or ministerial, in each case, which are immaterial in nature, (e) that are either permitted pursuant to Section 5.9(d) or incurred in accordance with Section 5.9(d) (for the avoidance of doubt, in each case, with the written consent of the Seller) or (f) set forth or disclosed in the JAWS Financial Statements included in the JAWS SEC Reports, no JAWS Party has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP.

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Section 4.15Compliance with International Trade & Anti-Corruption Laws.

(a)Since JAWS’s incorporation, neither JAWS nor, to JAWS’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any country or territory which is or has, since JAWS’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan and Syria).

(b)Since JAWS’s incorporation, neither JAWS nor, to JAWS’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Section 4.16Investigation; No Other Representations.

(a)Each JAWS Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b)In entering into this Agreement and the Ancillary Documents to which it is or will be a party, JAWS has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and each JAWS Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 3 and in the Ancillary Documents to which it is or will be a party, none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

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Section 4.17EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO the COMPANY OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS Article 4 AND THE ANCILLARY DOCUMENTS, NONE OF JAWS PARTIEs, ANY JAWS NON-PARTY AFFILIATE OR ANY OTHER PERSON MAKES, and EACH JAWS PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF ANY JAWS PARTY THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF ANY JAWS PARTY BY OR ON BEHALF OF THE MANAGEMENT OF ANY JAWS PARTY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY OR ANY COMPANY NON-PARTY AFFILIATE IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY or THEREBY. Except for the representations and warranties expressly set forth in THIS Article 4 or the ancillary DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF ANY JAWS PARTY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY JAWS PARTY, ANY JAWS NON-PARTY AFFILIATE OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY OR ANY COMPANY NON-PARTY AFFILIATE IN EXECUTING, DELIVERING or PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS or THE TRANSACTIONS CONTEMPLATED Hereby or thereby.

Article 5
COVENANTS

Section 5.1Conduct of Business of the Seller and the Group Companies.

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(a)From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Seller shall, and the Seller shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Disclosure Schedules, or as consented to in writing by JAWS (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) operate the business of the Group Companies in the ordinary course in all material respects and (ii) use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of the Group Companies, taken as a whole.

(b)Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Seller shall, and the Seller shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(b) of the Company Disclosure Schedules or as consented to in writing by JAWS (such consent, other than in the case of Section 5.1(b)(i), Section 5.1(b)(ii), Section 5.1(b)(iii), Section 5.1(b)(iv), Section 5.1(b)(xi), Section 5.1(b)(xiii), Section 5.1(b)(xiv), or Section 5.1(b)(xv), not to be unreasonably withheld, conditioned or delayed), not do any of the following:

(i)            declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of any Group Company or repurchase any outstanding Equity Securities of any Group Company, other than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any of its Subsidiaries that is, directly or indirectly, wholly owned by the Company;

(ii)           (A) merge, consolidate, combine or amalgamate any Group Company with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof, other than, in the case of this clause (B), any acquisition by the Company or its Subsidiaries with a purchase price of less than one hundred and fifty million dollars ($150,000,000);

(iii)          adopt any amendments, supplements, restatements or modifications to any Group Company’s Governing Documents;

(iv)          transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a Lien, (A) any Equity Securities of any Group Company or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Group Company to issue, deliver or sell any Equity Securities of any Group Company;

(v)           incur, create or assume any Indebtedness, other than (A) intercompany Indebtedness among the Company and its Subsidiaries, (B) the Company Refinancing Debt and (C) Indebtedness in the ordinary course of business (including revolving credit drawings, capital leases, purchase money security interests, deferred purchase price obligations and earnouts);

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(vi)          cancel or forgive any Indebtedness (other than intercompany Indebtedness among the Company and its Subsidiaries) in excess of five hundred thousand dollars ($500,000) owed to the Company or any of the Company’s Subsidiaries;

(vii)         make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its wholly owned Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business;

(viii)        except (x) as required by applicable Law or under the terms of any Employee Benefit Plan of any Group Company that is set forth on the Section 3.11(a) of the Company Disclosure Schedules or (y) changes made in connection with annual plan renewals in the ordinary course of business consistent with past practice (it being understood and agreed, for the avoidance of doubt, that in no event shall the exception in this clause (y) be deemed or construed as permitting any Group Company to take any action that is not permitted by any other provision of this Section 5.1(b)), (A) amend, modify, adopt, enter into or terminate any Employee Benefit Plan of any Group Company or any material benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, (B) increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, (C) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, (D) grant severance, change in control, retention or termination pay to, or adopt, enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance agreement with any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company (in each case, other than physicians who are not directors, managers or officers of any Group Company), whose annual base salary (or, in the case of an independent contractor, annual compensation) is in excess of $300,000; (E) hire or terminate (other than for “cause”) any director, manager, officer, employee, individual independent contractor or other service provider of any Group Company whose annual base salary (or, in the case of an independent contractor, annual base compensation) is in excess of $300,000, or (F) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company;

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(ix)           make, change or revoke any material election relating to Taxes, enter into any agreement, settlement or compromise with any Tax Authority relating to any material Tax matter, file any amended Tax Return, or surrender any right to claim any refund of material Taxes;

(x)            enter into any settlement, conciliation or similar Contract the performance of which would involve the payment by the Group Companies in excess of $250,000.00, in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Group Company (or JAWS or any of its Affiliates after the Closing);

(xi)           authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Group Company;

(xii)          change any Group Company’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards;

(xiii)         enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

(xiv)         (A) amend, modify or terminate any Material Contract of the type described in Section 3.7(a)(ix) or Section 3.7(a)(xi)(B) (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms), (B) waive any material benefit or right under any Material Contract of the type described in Section 3.7(a)(ix) or Section 3.7(a)(xi)(B) or (C) enter into any Contract that would constitute a Material Contract of the type described in Section 3.7(a)(ix) or Section 3.7(a)(xi)(B);

(xv)          enter into, amend, modify, or waive any material benefit or right under, any Company Related Party Transaction; or

(xvi)         enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 5.1.

Notwithstanding anything in this Section 5.1 or this Agreement to the contrary, (a) nothing set forth in this Agreement shall give JAWS, directly or indirectly, the right to control or direct the operations of the Group Companies prior to the Closing, (b) nothing set forth in this Agreement shall restrict the ability of any of the Group Companies to (i) incur the Company Refinancing Debt (ii) consummate the Company Existing Debt Refinancing, (iii) consummate the PIPE Debt Prepayment, or (iv) make the Special Dividend, (c) any action taken, or omitted to be taken, by any Group Company to the extent such act or omission is reasonably determined by the Seller or the Company, based on the advice of outside legal counsel, to be necessary to comply with any Law, Order, directive, pronouncement or guideline issued by a Governmental Entity providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, COVID-19 shall in no event be deemed to constitute a breach of Section 5.1 and (d) any action taken, or omitted to be taken, by any Group Company to the extent that the board of directors of the Seller reasonably determines that such act or omission is necessary in response to COVID-19 to maintain and preserve in all material respects the business organization, assets, properties and material business relations of the Group Companies, taken as a whole, shall not be deemed to constitute a breach of Section 5.1; provided, however, (i) in the case of each of clause (c) and (d), the Seller shall give JAWS prior written notice of any such act or omission to the extent reasonably practicable, which notice shall describe in reasonable detail the act or omission and the reason(s) that such act or omission is being taken, or omitted to be taken, pursuant to clause (c) or (d) and, in the event that it is not reasonably practicable for the Seller to give the prior written notice described in this clause (i), the Seller shall instead give such written notice to JAWS promptly after such act or omission and (ii) in no event shall clause (c) or (d) be applicable to any act or omission of the type described in Section 5.1(b)(i), Section 5.1(b)(ii), Section 5.1(b)(iii), Section 5.1(b)(iv), Section 5.1(b)(xi), Section 5.1(b)(xiii), Section 5.1(b)(xiv), or Section 5.1(b)(xv).

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Section 5.2Efforts to Consummate; Litigation.

(a)Subject to the terms and conditions herein provided, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 7 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and delivery such Ancillary Document when required pursuant to this Agreement, and (ii) using reasonable best efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the Subscription Agreements). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents; provided, however, that if the Closing does not occur each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents; provided, further, that subject to the following proviso, JAWS shall pay the full HSR Act filing fee at the time of filing; provided, further, if the Closing occurs, the fees of each Party will be paid in accordance with Section 9.6. Each Party shall (i) make any appropriate filings pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event within five (5) Business Days) following the date of this Agreement and (ii) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the HSR Act. JAWS shall promptly inform the Seller of any communication between JAWS, on the one hand, and any Governmental Entity, on the other hand, and the Seller shall promptly inform JAWS of any communication between the Seller, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Ancillary Document. Without limiting the foregoing, (a) the Parties agree to request early termination of the applicable waiting period under the HSR Act, and (b) each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of JAWS and the Seller. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except with JAWS’s and the Seller’s prior written consent.

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(b)From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, JAWS, on the one hand, and the Seller, on the other hand, shall give counsel for the Seller (in the case of JAWS) or JAWS (in the case of the Seller), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Entity relating to the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with, in the case of JAWS, the Seller, or, in the case of the Seller, JAWS in advance and, to the extent not prohibited by such Governmental Entity, gives, in the case of JAWS, the Seller, or, in the case of the Seller, JAWS, the opportunity to attend and participate in such meeting or discussion.

(c)Notwithstanding anything to the contrary in the Agreement, in the event that this Section 5.2 conflicts with any other covenant or agreement in this Article 5 that is intended to specifically address any subject matter, then such other covenant or agreement shall govern and control solely to the extent of such conflict.

(d)From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, JAWS, on the one hand, and the Seller, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Proceedings (including derivative claims) relating to this Agreement, any Ancillary Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of JAWS, JAWS or any of its Representatives (in their capacity as a representative of JAWS) or, in the case of the Seller, any Group Company or any of their respective Representatives (in their capacity as a representative of JAWS). JAWS and the Seller shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. Notwithstanding the foregoing, the Seller shall, subject to and without limiting the covenants and agreements, and the rights of JAWS, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation; provided, however, that in no event shall the Seller, any other Group Company or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of JAWS (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for JAWS to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of JAWS and Representative that is the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by JAWS or Representative thereof or would otherwise constitute a JAWS Liability or (y) any non-monetary, injunctive, equitable or similar relief against JAWS or (C) contains an admission of wrongdoing or Liability by JAWS or any of its Representatives). Without limiting the generality of the foregoing, in no event shall JAWS or any of its Representatives settle or compromise any Transaction Litigation without the Seller’s prior written consent.

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Section 5.3Confidentiality and Access to Information.

(a)The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict.

(b)From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, the Seller shall provide, or cause to be provided, to JAWS and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to JAWS or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Seller shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and JAWS, any JAWS Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Seller shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

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(c)From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, JAWS shall provide, or cause to be provided, to the Seller and its Representatives during normal business hours reasonable access to the directors, officers, books and records of JAWS (in a manner so as to not interfere with the normal business operations of JAWS). Notwithstanding the foregoing, JAWS shall not be required to provide, or cause to be provided to, the Seller or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which JAWS is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of JAWS with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to JAWS under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), JAWS shall use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if JAWS, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that JAWS shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Section 5.4Public Announcements.

(a)Subject to Section 5.4(b), Section 5.6 and Section 5.7, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of, prior to the Closing, the Seller and JAWS or, after the Closing, JAWS; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Seller, if the disclosing party is JAWS, or JAWS, if the disclosing party is the Seller, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with JAWS and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, provided the recipients of such information are subject to customary confidentiality obligations prior to the receipt of such information. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Group Companies, the Sponsor and their Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby in connection with the arrangement and consummation of the Company Existing Debt Refinancing, including making customary announcements and communications in connection with the arrangement of the Company Existing Debt Refinancing.

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(b)The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Seller and JAWS prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, JAWS shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Seller shall have the opportunity to review and comment upon prior to filing and JAWS shall consider such comments in good faith. The Seller, on the one hand, and JAWS, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Seller or JAWS, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), JAWS shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 5.5Exclusive Dealing.

(a)From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Seller shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Seller agrees to (A) notify JAWS promptly upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep JAWS reasonably informed on a current basis of any modifications to such offer or information.

(b)From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, JAWS shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a JAWS Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a JAWS Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a JAWS Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of JAWS (or any Affiliate or successor of JAWS); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. JAWS agrees to (A) notify the Seller promptly upon receipt of any JAWS Acquisition Proposal by JAWS, and to describe the material terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of any person or entity making such JAWS Acquisition Proposal) and (B) keep the Seller reasonably informed on a current basis of any modifications to such offer or information.

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Section 5.6Preparation of Registration Statement / Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (which, for the avoidance of doubt, shall be no earlier than the availability of the Required Company Audited Financial Statements), JAWS and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either JAWS or the Company, as applicable), and JAWS shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of JAWS which will be included therein as a prospectus and which will be used for the JAWS Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by JAWS’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and NYSE). The Registration Statement / Proxy Statement shall be in form and substance reasonably acceptable to Cano America. Each of JAWS and the Seller shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. JAWS, on the one hand, and the Seller, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.6 or for including in any other statement, filing, notice or application made by or on behalf of JAWS to the SEC or NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 6.1(e)(ii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of JAWS, the Seller, or, in the case of the Seller, JAWS, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of JAWS, the Seller, or, in the case of the Seller, JAWS (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) JAWS shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Pre-Closing JAWS Holders. JAWS shall as promptly as reasonably practicable advise the Seller of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of JAWS Shares for offering or sale in any jurisdiction, and JAWS and the Seller shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

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Section 5.7JAWS Shareholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, JAWS shall (a) duly give notice of and (b) use reasonable best efforts to duly convene and hold an extraordinary general meeting (the “JAWS Shareholders Meeting”) in accordance with the Governing Documents of JAWS, for the purposes of obtaining the JAWS Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect a JAWS Shareholder Redemption. JAWS shall, through unanimous approval of its board of directors, recommend to its shareholders (the “JAWS Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (the “Business Combination Proposal”); (ii) the adoption and the approval of the Domestication (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the JAWS Shares in connection with the transactions contemplated by this Agreement as required by NYSE listing requirements (the “NYSE Proposal”); (iv) the adoption and approval of the New JAWS Certificate of Incorporation (the “Charter Proposal”); (v) the adoption and approval of certain differences to the Governing Documents of JAWS contemplated by the New JAWS Certificate of Incorporation and the New JAWS Bylaws; (vi) the adoption and approval of the New JAWS Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vii) the adoption and approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of each other proposal reasonably agreed to by JAWS and the Seller as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (ix) the adoption and approval of a proposal for the adjournment of the JAWS Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (ix) together, the “Transaction Proposals”); provided, that JAWS may adjourn the JAWS Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the JAWS Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that JAWS has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing JAWS Holders prior to the JAWS Shareholders Meeting or (D) if the holders of JAWS Class A Shares have elected to redeem a number of JAWS Class A Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.3(d) not being satisfied; provided that, without the consent of the Seller, in no event shall JAWS adjourn the JAWS Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The JAWS recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, JAWS covenants that none of the JAWS Board or JAWS nor any committee of the JAWS Board shall withdraw or modify, or propose publicly or by formal action of the JAWS Board, any committee of the JAWS Board or JAWS to withdraw or modify, in a manner adverse to the Seller, the JAWS Board Recommendation or any other recommendation by the JAWS Board or JAWS of the proposals set forth in the Registration Statement / Proxy Statement.

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Section 5.8Merger Sub Stockholder Approval. As promptly as reasonably practicable (and in any event within one (1) Business Day) following the date of this Agreement, JAWS, as the sole shareholder of Merger Sub, will approve and adopt this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger).

Section 5.9Conduct of Business of JAWS. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, JAWS shall not, and shall cause its Subsidiaries not to, as applicable, except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection with the Domestication or the PIPE Financing), as required by applicable Law, as set forth on Section 5.9 of the JAWS Disclosure Schedules or as consented to in writing by the Seller, do any of the following:

(a)adopt any amendments, supplements, restatements or modifications to the Trust Agreement, Warrant Agreement or the Governing Documents of JAWS or any of its Subsidiaries;

(b)declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of JAWS or any of its Subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of JAWS or any of its Subsidiaries, as applicable;

(c)split, combine or reclassify any of its capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

(d)incur, create or assume any Indebtedness or other Liability;

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(e)make any loans or advances to, or capital contributions in, any other Person, other than to, or in, JAWS or any of its Subsidiaries;

(f)issue any Equity Securities of JAWS or any of its Subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to Equity Securities of the foregoing of JAWS or any of its Subsidiaries;

(g)enter into, renew, modify or revise any JAWS Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a JAWS Related Party Transaction);

(h)engage in any activities or business, other than activities or business (i) in connection with or incident or related to such Person’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, this Agreement, any Ancillary Document, the performance of covenants or agreements hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature;

(i)authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

(j)enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement; or

(k)enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 5.9.

Notwithstanding anything in this Section 5.9 or this Agreement to the contrary, (i) nothing set forth in this Agreement shall give the Seller, directly or indirectly, the right to control or direct the operations of JAWS and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, JAWS from using the funds held by JAWS outside the Trust Account to pay any JAWS Expenses or JAWS Liabilities or from otherwise distributing or paying over any funds held by JAWS outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing.

Section 5.10NYSE Listing. JAWS shall use its reasonable best efforts to cause: (a) JAWS’s initial listing application with NYSE in connection with the transactions contemplated by this Agreement to have been approved: (b) JAWS to satisfy all applicable initial and continuing listing requirements of NYSE; and (c) the New JAWS Class A Shares issuable in accordance with this Agreement, including the Domestication, the Merger and the PIPE Financing, to be approved for listing on NYSE (and the Seller shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time.

Section 5.11Trust Account. Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 7 and provision of notice thereof to the Trustee, (a) at the Closing, JAWS shall (i) cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) make all appropriate arrangements to cause the Trustee to (A) pay as and when due all amounts, if any, payable to the Public Shareholders of JAWS pursuant to the JAWS Shareholder Redemption, (B) pay the amounts due to the underwriters of JAWS’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement and (C) immediately thereafter, pay all remaining amounts then available in the Trust Account to JAWS in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

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Section 5.12Transaction Support Agreements; Seller Unitholder Approval; Subscription Agreements.

(a)As promptly as reasonably practicable (and in any event within one Business Day) following the date of this Agreement (the “Transaction Support Agreement Deadline”), the Seller shall deliver, or cause to be delivered, to JAWS the Transaction Support Agreements duly executed by each Supporting Seller Unitholder.

(b)As promptly as reasonably practicable (and in any event within two Business Days) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the “Seller Unitholder Written Consent Deadline”), the Seller shall obtain and deliver to JAWS a true and correct copy of a written consent (in form and substance reasonably satisfactory to JAWS) approving this Agreement, the Ancillary Documents to which the Seller is or will be a party and the transactions contemplated hereby and thereby that is duly executed by the Seller Unitholders that hold at least the requisite number of issued and outstanding units of the Seller required to, or that otherwise have the right to, approve and adopt such matters in accordance with the DLLCA, the Seller’s Governing Documents and the Company’s Governing Documents (the “Seller Unitholder Written Consent”).

(c)As promptly as reasonably practicable (and in any event within two Business Days) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the “Company Unitholder Written Consent Deadline”), the Company shall obtain and deliver to JAWS a true and correct copy of a written consent (in form and substance reasonably satisfactory to JAWS) approving this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby that is duly executed by the Seller (the “Company Unitholder Written Consent”).

(d)JAWS may not modify or waive any provisions of a Subscription Agreement without the prior written consent of the Company and Cano America; provided that any modification or waiver that is solely ministerial in nature or otherwise immaterial and does not affect any economic or any other material term of a Subscription Agreement shall not require the prior written consent of the Company and Cano America.

(e)At Closing, New JAWS, the Sponsor, the Seller and the Company shall finalize and execute the Tax Receivable Agreement.

Section 5.13JAWS Indemnification; Directors’ and Officers’ Insurance.

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(a)Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of JAWS, as provided in JAWS’s Governing Documents or otherwise in effect as of immediately prior to the Effective Time, in either case, solely with respect to any matters occurring on or prior to the Effective Time shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and (ii) New JAWS will perform and discharge, or cause to be performed and discharged, all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, New JAWS shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in JAWS’s Governing Documents or other applicable agreements as in effect immediately prior to the Effective Time. The indemnification and liability limitation or exculpation provisions of JAWS’s Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time, or at any time prior to such time, were directors or officers of JAWS (the “JAWS D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to the Effective Time and relating to the fact that such JAWS D&O Person was a director or officer of JAWS immediately prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b)New JAWS shall not have any obligation under this Section 5.13 to any JAWS D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such JAWS D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c)For a period of six (6) years after the Effective Time, New JAWS shall maintain, without any lapses in coverage, directors’ and officers’ liability insurance for the benefit of those Persons who are currently covered by any comparable insurance policies of JAWS as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time. Such insurance policies shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under JAWS’s directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that New JAWS shall not be obligated to pay annual premiums in excess of three hundred percent (300%) of the most recent annual premium paid by JAWS prior to the date of this Agreement and, in such event, JAWS shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by JAWS prior to the date of this Agreement.

(d)If New JAWS or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of New JAWS shall assume all of the obligations set forth in this Section 5.13.

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(e)The JAWS D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.13 are intended to be third-party beneficiaries of this Section 5.13. This Section 5.13 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of JAWS or New JAWS.

Section 5.14Company Indemnification; Directors’ and Officers’ Insurance.

(a)Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of the Group Companies, as provided in the Group Companies’ Governing Documents or otherwise in effect as of immediately prior to the Effective Time, in either case, solely with respect to any matters occurring on or prior to the Effective Time, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and (ii) New JAWS will cause the applicable Group Companies to perform and discharge all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, New JAWS shall cause the applicable Group Companies to advance expenses in connection with such indemnification as provided in the Group Companies’ Governing Documents or other applicable agreements in effect as of immediately prior to the Effective Time. The indemnification and liability limitation or exculpation provisions of the Group Companies’ Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Effective Time or at any time prior to the Effective Time, were directors or officers of the Group Companies (the “Company D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring prior to Closing and relating to the fact that such Company D&O Person was a director or officer of any Group Company prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b)None of New JAWS or the Group Companies shall have any obligation under this Section 5.14 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c)The Company shall purchase, at or prior to the Closing, and New JAWS shall maintain, or cause to be maintained, in effect for a period of six (6) years after the Effective Time, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Group Companies as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time (the “Company D&O Tail Policy”). Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Group Companies’ directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that none of the Company, New JAWS or any of their respective Affiliates shall pay a premium for such “tail” policy in excess of three hundred percent (300%) of the most recent annual premium paid by the Group Companies prior to the date of this Agreement and, in such event, the Company, New JAWS or one of their respective Affiliates shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by the Group Companies prior to the date of this Agreement.

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(d)If New JAWS or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of JAWS shall assume all of the obligations set forth in this Section 5.14.

(e)The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.14 are intended to be third-party beneficiaries of this Section 5.14. This Section 5.14 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of New JAWS.

Section 5.15Post-Closing Directors and Officers.

(a)JAWS shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the board of directors of New JAWS (the “New JAWS Board”) shall initially consist of nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of three (3) directors with an initial term that expires in 2022, Class II consisting of three (3) directors with an initial term that expires in 2023, and Class III consisting of three (3) directors with an initial term that expires in 2024; (ii) the members of the New JAWS Board will be the individuals determined in accordance with Section 5.15(b); and (iii) the officers of JAWS (the “Officers”) are the individuals determined in accordance with Section 5.15(c).

(b)The directors on the New JAWS Board immediately after the Effective Time (each, a “Director”) shall consist of Barry S. Sternlicht, Elliot Cooperstone, Dr. Marlow Hernandez, and the six (6) individuals to be identified by Dr. Marlow Hernandez (subject to the reasonable approval of JAWS, Cano America and InTandem) (the “Company Designees”). In the event that Mr. Sternlicht is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Sponsor may (subject to the reasonable approval of the Seller, Cano America and InTandem) replace such individual with another individual to serve as such Director. In the event that Mr. Cooperstone is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, InTandem may (subject to the reasonable approval of JAWS, Cano America and the Seller) replace such individual with another individual to serve as such Director. In the event that Dr. Hernandez is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Seller may (subject to the reasonable approval of JAWS, Cano America and InTandem) replace such individual with another individual to serve as such Director. In the event that any Company Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, Dr. Marlow Hernandez may (subject to the reasonable approval of JAWS and InTandem) replace such individual with another individual to serve as such Company Designee. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the board of directors of the Company shall designate whether each individual who will serve on the New JAWS Board immediately after the Effective Time will be designated as a member of Class I, Class II or Class III; provided, that Barry S. Sternlicht shall serve as a member of Class I, Elliot Cooperstone shall serve as a member of Class II and Dr. Marlow Hernandez shall serve as a member of Class III. Dr. Marlow Hernandez shall serve as Chairman of the New JAWS Board after the Effective Time.

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(c)The Officers immediately after the Effective Time shall be Dr. Marlow Hernandez, as chief executive officer, and the additional individuals identified on Section 5.15(c) of the Company Disclosure Schedules, with each such individual holding the title set forth opposite his or her name. In the event that Dr. Marlow Hernandez or such individuals identified on Section 5.15(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Seller may (subject to the reasonable approval of JAWS, Cano America and InTandem) replace such individual with another individual to serve as such Officer by amending Section 5.15(c) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Section 5.16PCAOB Financials.

(a)As promptly as reasonably practicable after the date of this Agreement and in no event later than February 8, 2021, the Company shall deliver to JAWS (i) the Required Company Audited Financial Statements, and (ii) any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies as of and for a year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable that is required to be included in the Registration Statement / Proxy Statement. As promptly as reasonably practicable after the date of this Agreement, the Company shall deliver to JAWS the Closing Company Audited Financial Statements. All such financial statements, together with any audited or unaudited consolidated balance sheet and the related audited or unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies as of and for a year-to-date period ended as of the end of a different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter) that is required to be included in the Registration Statement / Proxy Statement (A) will fairly present in all material respects the financial position of the Group Companies as at the date thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (B) will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (C) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditor and (D) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

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(b)The Company shall use its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of any member of such Group Company, JAWS in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by JAWS with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

Section 5.17New JAWS Incentive Equity Plan; Employment Agreements.

(a)Prior to the effectiveness of the Registration Statement / Proxy Statement, the JAWS Board shall approve and adopt an equity incentive plan, in substantially the form attached hereto as Exhibit J and with any changes or modifications thereto as the Company, Cano America and JAWS may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company, Cano America or JAWS, as applicable) (the “New JAWS Incentive Equity Plan”), in the manner prescribed under applicable Laws, effective as of one day prior to the Closing Date.

(b)The Company shall use commercially reasonable efforts to enter into employment agreements with each of Dr. Marlow Hernandez and Dr. Richard Aguilar, substantially consistent with the terms set forth on Exhibit L-1 and Exhibit L-2, respectively.

Section 5.18JAWS Cooperation with Company Refinancing Debt. From and after the date of this Agreement until December 31, 2020, JAWS shall, and use reasonable best efforts to cause its employees, directors, officers, advisors and representatives to, use its and their reasonable best efforts to cooperate with the Company, as reasonably requested by the Company in connection with the Company Group’s arrangement of the Company Refinancing Debt, including using reasonable best efforts to (i) make appropriate senior management reasonably available for participation in a reasonable number of meetings (including one primary bank meeting (and to the extent necessary one or more conference calls with prospective lenders in addition to such meeting)), due diligence sessions, drafting sessions, presentations (including ratings agency presentations) and road shows, in each case, on a virtual or telephonic basis, at mutually agreeable times and upon reasonable advance written notice, (ii) provide reasonable assistance in the preparation of customary confidential information memoranda, lender presentations, ratings agency presentations and other customary marketing materials and presentations to be used in connection with the arrangement and syndication of the Company Refinancing Debt, in each case, solely with respect to information relating to JAWS, (iii) provide customary authorization and representation letters to the Company Refinancing Debt Sources with respect to the information relating to the JAWS in connection with the distribution of information to other prospective financing sources, and (iv) furnish to the Company all documentation and other information with respect to JAWS and its investors required by regulatory authorities under applicable “know your customer,” beneficial owner and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, in each case of this clause (iv), that is reasonably requested from JAWS by the Company at least nine (9) Business Days prior to the Closing Date by the date at least three (3) Business Days prior to the Closing Date. JAWS hereby consents to the use of its logos in connection with the Company Refinancing Debt; provided that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage JAWS or the reputation or goodwill of JAWS. The Company will (i) reimburse JAWS (promptly following delivery of reasonably detailed invoices) for all reasonable and documented out-of-pocket fees, costs and expenses incurred by JAWS in connection its compliance with this Section 5.18 (it being understood and agreed, however, that JAWS (and not the Group Companies) shall be responsible for any amounts that would have been incurred in connection with the transactions contemplated hereby regardless of the incurrence or syndication of the Company Refinancing Debt) and (ii) indemnify and hold harmless JAWS and its Affiliates from and against all losses, damages, claims, costs or reasonable and documented out-of-pocket expenses suffered or incurred by it in connection with the arrangement of the Company Refinancing Debt and any information (other than documents, material, historical financial information furnished by or on behalf of JAWS) utilized in connection therewith, except to the extent such losses, damages, claims, costs or expenses arose from the willful misconduct, gross negligence or bad faith of JAWS or its Affiliates, as determined in a final, non-appealable judgment of a court of competent jurisdiction.

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Article 6

TAX MATTERS

Section 6.1Certain Tax Matters.

(a)Each Party shall reasonably cooperate (and cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested by each other Party, in connection with any Tax Return or any examination or other Proceeding with respect to Taxes or Tax Returns. Such cooperation shall include the retention and provision of records and information which are reasonably relevant to any such Tax Return, audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and making available to the shareholders of JAWS prior to the Closing information reasonably necessary to compute any income of any such holder (or its direct or indirect owners) arising (i) if applicable, as a result of JAWS status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code or a “controlled foreign corporation” within the meaning of Section 957(a) of the Code for any taxable period ending on or prior to the Closing, including timely providing (A) a PFIC Annual Information Statement to enable such holders to make a “Qualifying Electing Fund” election under Section 1295 of the Code for such taxable period, and (B) information to enable applicable holders to report their allocable share of “subpart F” income under Section 951 of the Code for such taxable period and (ii) under Section 367(b) of the Code and the Treasury Regulations promulgated thereunder as a result of the Domestication. Following the Closing, the Company, the Company’s Subsidiaries and Seller shall (and Seller shall cause its Affiliates to) retain all books and records with respect to Tax matters pertinent to the Company and each Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. The Seller shall (and shall cause its Affiliates to) provide any information reasonably requested to allow New JAWS or the Company and each Subsidiary to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. For the avoidance of doubt, this Section 6.1(a) shall not apply to any dispute or threatened dispute among the Parties.

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(b)The Seller shall cause the Company and its Subsidiaries to prepare and file, or cause to be prepared and filed, all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and to pay any Transfer Taxes due in connection with such Tax Returns, and, if required by applicable Law, the Seller, the Company, the Company’s Subsidiaries, and JAWS will, and will cause their respective Affiliates to, reasonably cooperate and join in the execution of any such Tax Returns and other documentation. The Parties shall reasonably cooperate to establish any available exemption from (or reduction in) any Transfer Taxes.

(c)Within one hundred twenty (120) days following the Closing Date, (i) the Seller will prepare, and deliver to New JAWS, an allocation statement allocating the Company Cash Consideration and any other amounts treated as consideration for U.S. federal income Tax purposes (A) among the assets of the Company treated as purchased by New JAWS in accordance with the Intended Tax Treatment, in accordance with Section 1060 of the Code (and any other applicable section of the Code), the Treasury Regulations thereunder (and any similar provision of state or local Law) and the methodologies set forth on Section 6.1(c) of the Company Disclosure Schedules (the “Allocation”) and (ii) the Seller will prepare, and deliver to JAWS, a balance sheet, as of the Closing Date, that sets out the Tax basis of the portion of the assets then owned by the Company and the Company’s Subsidiaries that are classified as entities that are disregarded as separate from the Company for U.S. federal income Tax purposes on the Closing Date, and the amount of the liabilities of the Company and such Company’s Subsidiaries on the Closing Date, in each case that are that deemed contributed in accordance with the Intended Tax Treatment (the “Tax Basis Balance Sheet”) provided that, notwithstanding anything in this paragraph (c), the Allocation must be prepared in such a manner as to reflect positions that are at least at a more likely than not confidence level. Within twenty (20) days after the receipt of the Tax Basis Balance Sheet and Allocation, New JAWS will propose any changes or will indicate its concurrence therewith. The Seller shall consider any such proposed changes in good faith. The Tax Basis Balance Sheet and the Allocation, as adjusted by the Seller, shall be binding on all Parties (the “Final Tax Basis Balance Sheet” and the “Final Allocation,” respectively).

(d)The Parties shall, and shall cause each of their respective applicable Affiliates to: (1) prepare and file all Tax Returns consistent with the Final Tax Basis Balance Sheet, Final Allocation and Intended Tax Treatment (collectively, the “Tax Positions”); (2) take no position in any communication (whether written or unwritten) with any Governmental Entity or any other action inconsistent with the Tax Positions absent a final “determination” within the meaning of Section 1313 of the Code; (3) promptly inform each other of any challenge by any Governmental Entity to any portion of the Tax Positions; and (4) consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge to any portion of the Tax Positions.

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(e)Tax Treatment.

(i)            The Parties acknowledge and agree that for U.S. federal and, as applicable, state and local Tax purposes, they intend that (A) the Domestication qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, (B) (x) it is intended that the Merger be treated as a transaction described in Revenue Ruling 73-427, through which JAWS shall be deemed to have acquired a number of units in the Company equal to the Acquired Company Units, (ii) it is intended that such acquisition of units be treated as a transaction described in Revenue Ruling 99-5 (Situation 1), wherein (i) JAWS is deemed to purchase a pro rata portion of the assets of the Company from the Seller in a transaction governed by Section 1001 of the Code in exchange for the Company Cash Consideration and assumption of a pro rata portion of the indebtedness of each Group Company, and (ii) JAWS and the Seller are each deemed to contribute their respective interests in the assets of the Company to a new partnership in a transaction governed by Section 721 of the Code and (y) the payment of cash by JAWS to the Company pursuant to Section 2.2 be treated as a contribution under Section 721 of the Code, and (C) this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Domestication within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder.

(ii)           If, in connection with the preparation and filing of the Registration Statement / Proxy Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, JAWS and the Company shall deliver to Kirkland & Ellis and Goodwin Procter LLP, respectively, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date that the Registration Statement / Proxy Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement / Proxy Statement, and, if required, Kirkland & Ellis LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment should apply to the Domestication.

(f)The Parties shall cause the Company to elect the “traditional method” described in Treasury Regulations Section 1.704-3(b) with respect to any assets contributed, or deemed, contributed to the Company by the Company in connection with the transactions contemplated by this Agreement.

(g)JAWS Taxable Year. The Parties agree to treat the taxable year of JAWS as ending on the date of the Domestication for U.S. federal income tax purposes.

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Article 7
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

Section 7.1Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

(a)the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated;

(b)no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect;

(c)the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

(d)the Seller Unitholder Written Consent shall have been obtained;

(e)the Company Unitholder Written Consent shall have been obtained;

(f)the Required JAWS Shareholder Approval shall have been obtained; and

(g)after giving effect to the transactions contemplated hereby (including the PIPE Financing), JAWS shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Section 7.2Other Conditions to the Obligations of JAWS Parties. The obligations of the JAWS Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by JAWS of the following further conditions:

(a)(i) the Company Fundamental Representations (other than the representations and warranties set forth in Section 3.8(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.8(a) shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); provided, however, that this clause (ii) shall be deemed to be satisfied if no Company Material Adverse Effect is continuing, and (iii) the representations and warranties of the of the Company set forth in Article 3 (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect;

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(b)each of the Seller and the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Seller or the Company, as applicable, under this Agreement at or prior to the Closing;

(c)since the date of this Agreement, no Company Material Adverse Effect shall have occurred that is continuing;

(d)at or prior to the Closing, the Seller shall have delivered, or caused to be delivered, to JAWS the following documents:

(i)            a certificate duly executed by an authorized officer of the Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to JAWS;

(ii)           the Tax Receivable Agreement duly executed by the Seller and the Company;

(iii)          the Investor Agreement duly executed by the Investor Agreement Parties;

(iv)          the Lock-Up Agreement duly executed by each Lock-Up Seller Unitholder;

(v)            the Transaction Support Agreements duly executed by each Supporting Seller Unitholder; and

(vi)           the payoff letter from Dental Excellence Partners, LLC evidencing the termination of its loan to the Company; and

(e)the Specified Person Agreement shall remain in full force and effect.

Section 7.3Other Conditions to the Obligations of the Seller and the Company. The obligations of the Seller and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Seller of the following further conditions:

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(a)(i) the JAWS Fundamental Representations shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of JAWS (other than the JAWS Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “JAWS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a JAWS Material Adverse Effect;

(b)JAWS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing;

(c)JAWS’s initial listing application with NYSE in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, JAWS shall satisfy any applicable initial and continuing listing requirements of NYSE, and JAWS shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the JAWS Shares (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the New JAWS Class A Shares to be issued pursuant to the Merger) shall have been approved for listing on NYSE;

(d)the Aggregate Transaction Proceeds shall be equal to or greater than $1,025,000,000; provided, that the aggregate cash proceeds available for release to JAWS from the Trust Account in connection with the transactions contemplated hereby (after, for the avoidance of doubt, giving effect to all of the JAWS Shareholder Redemptions) shall be equal to or greater than $225,000,000;

(e)the New JAWS Board shall consist of the number of directors, and be comprised of the individuals and classes, determined pursuant to Section 5.15(a) and Section 5.15(b);

(f)the Domestication shall have been consummated; and

(g)at or prior to the Closing, JAWS shall have delivered, or caused to be delivered, the following documents to the Seller:

(i)            a certificate duly executed by an authorized officer of JAWS, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) are satisfied, in a form and substance reasonably satisfactory to the Seller;

(ii)           the Tax Receivables Agreement duly executed by JAWS and the Sponsor; and

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(iii)          the Investor Agreement duly executed by JAWS.

Section 7.4Frustration of Closing Conditions. Neither the Seller nor the Company may rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by the Seller’s or the Company’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2. JAWS may not rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by JAWS’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2.

Article 8
TERMINATION

Section 8.1Termination. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:

(a)by mutual written consent of JAWS and the Seller;

(b)by JAWS, if any of the representations or warranties set forth in Article 3 shall not be true and correct or if the Seller or the Company has failed to perform any covenant or agreement on the part of the Seller or the Company, as applicable, set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.2(a) or Section 7.2(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Seller by JAWS, and (ii) the Termination Date; provided, however, that neither JAWS nor Merger Sub is then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) from being satisfied;

(c)by the Seller, if any of the representations or warranties set forth in Article 4 shall not be true and correct or if JAWS or Merger Sub has failed to perform any covenant or agreement on the part of JAWS or Merger Sub, as applicable, set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to JAWS by the Seller and (ii) the Termination Date; provided, however, neither the Seller nor the Company is then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 7.2(a) or Section 7.2(b) from being satisfied;

(d)by either JAWS or the Seller, if the transactions contemplated by this Agreement shall not have been consummated on or prior to June 11, 2021 (the “Termination Date”); provided, that (i) if the SEC has not declared the Registration Statement / Proxy Statement effective on or prior to June 11, 2021, the Termination Date shall be automatically extended to July 11, 2021; (ii) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to JAWS if any JAWS Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (iii) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Seller if the Seller’s or the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;

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(e)by either JAWS or the Seller, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and nonappealable;

(f)by either JAWS or the Seller if the JAWS Shareholders Meeting has been held (including any adjournment thereof), has concluded, JAWS’s shareholders have duly voted and the Required JAWS Shareholder Approval was not obtained; or

(g)by JAWS, if the Seller does not deliver, or cause to be delivered to JAWS (i) a Transaction Support Agreement duly executed by each Supporting Seller Unitholder in accordance with Section 5.12(a) on or prior to the Transaction Support Agreement Deadline, (ii) the Seller Unitholder Written Consent in accordance with Section 5.12(b) on or prior to the Seller Unitholder Written Consent Deadline or (iii) the Company Unitholder Written Consent in accordance with Section 5.12(c) on or prior to the Company Unitholder Written Consent Deadline.

Section 8.2Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates) with the exception of (a) Section 5.3(a), this Section 8.2, Article 9 and Article 1 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 8.1 shall not affect (i) any Liability on the part of any Party for any Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud or (ii) any Person’s Liability under any Subscription Agreement, any Confidentiality Agreement, any Transaction Support Agreement or the Sponsor Letter Agreement to which he, she or it is a party to the extent arising from a claim against such Person by another Person party to such agreement on the terms and subject to the conditions thereunder.

Article 9
MISCELLANEOUS

Section 9.1Non-Survival. Other than those representations, warranties and covenants set forth in Sections 2.2, 2.4, 3.25, 3.26, 4.16 and 4.17, each of which shall survive following the Effective Time, or as otherwise provided in the last sentence of this Section 9.1, each of the representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Effective Time), of the Parties set forth in this Agreement, shall terminate at the Effective Time, such that no claim for breach of any such representation, warranty, agreement or covenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law, in equity or otherwise) may be brought with respect thereto after the Effective Time against any Party, any Company Non-Party Affiliate or any JAWS Non-Party Affiliate. Each covenant and agreement contained herein that, by its terms, expressly contemplates performance after the Effective Time shall so survive the Effective Time in accordance with its terms, and each covenant and agreement contained in any Ancillary Document that, by its terms, expressly contemplates performance after the Effective Time shall so survive the Effective Time in accordance with its terms and any other provision in any Ancillary Document that expressly survives the Effective Time shall so survive the Effective Time in accordance with the terms of such Ancillary Document.

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Section 9.2Entire Agreement; Assignment. This Agreement (together with the Ancillary Documents) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the Parties. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.2 shall be void.

Section 9.3Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 9.3 shall be void, ab initio; provided that this Section 9.3 (Amendment), Section 9.5 (Governing Law), Section 9.9 (Parties in Interest), Section 9.15 (Waiver of Jury Trial), Section 9.16 (Submission to Jurisdiction) and Section 9.19 (Waiver) and any related definitions used in such Sections shall not be amended in a manner adverse to the Company Refinancing Debt Sources without the Company Refinancing Debt Sources’ prior written consent; provided, further, that neither the Company nor the Seller shall agree to any amendment, modification or waiver of any provision of this Agreement that would reasonably be expected to materially and adversely affect the benefits that the Seller or Cano America would reasonably expect to receive under this Agreement and the other transactions contemplated hereby without having received the prior written consent of Cano America (it being understood that (a) any amendment or modification to the definition of Company Expenses or Unpaid Company Expenses or (b) any amendment or modification to the provisions hereof to which Cano America is a third-party beneficiary pursuant to Section 9.9 shall be deemed to have such a material and adverse effect).

Section 9.4Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

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(a) If to JAWS, to:

JAWS Acquisition Corp.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Joe Dowling

E-mail: jdowling@namllc.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Michael P. Brueck, P.C.

David L. Perechocky

E-mail: michael.brueck@kirkland.com

david.perechocky@kirkland.com

(b) If to the Seller or the Company, to:

Primary Care (ITC) Holdings, LLC

c/o InTandem Capital Partners

P.O. Box 1329

New York, NY 10150

Attention: Elliot Cooperstone

Email: ecooperstone@intandemcapital.com

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention: Chris Wilson

Jocelyn M. Arel

Daniel J. Espinoza

E-mail: CWilson@goodwinlaw.com
JArel@goodwinlaw.com
DEspinoza@goodwinlaw.com

or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Islands Companies Law (2020 Revision) shall also apply to the Domestication). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT ANY ACTION, CONTROVERSY OR DISPUTE OF ANY KIND OR NATURE (WHETHER AT LAW OR IN EQUITY, WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INVOLVING ANY COMPANY REFINANCING DEBT SOURCE THAT IS IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OR CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.

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Section 9.6Fees and Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Seller or the Company shall pay, or cause to be paid, all Unpaid Company Expenses and JAWS shall pay, or cause to be paid, all Unpaid JAWS Expenses and (b) if the Closing occurs, then New JAWS shall pay, or cause to be paid, all Unpaid Company Expenses and all Unpaid JAWS Expenses.

Section 9.7Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to JAWS, any documents or other materials posted to the electronic data room located at www.intralinks.com under the project name “Project Panacea” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (n) all references to JAWS in relation to any time following the Domestication shall be deemed to be referenced to New JAWS. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

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Section 9.8Exhibits and Schedules. All Exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the JAWS Disclosure Schedules corresponding to any Section or subsection of Article 3 (in the case of the Company Disclosure Schedules) or Article 4 (in the case of the JAWS Disclosure Schedules) shall be deemed to have been disclosed with respect to every other section and subsection of Article 3 (in the case of the Company Disclosure Schedules) or Article 4 (in the case of the JAWS Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. The information and disclosures set forth in the Schedules that correspond to the section or subsections of Article 3 or Article 4 may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature.

Section 9.9Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 5.13, Section 5.14 and the three subsequent sentences of this Section 9.9, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. The Sponsor shall be an express third-party beneficiary of Section 9.2, Section 9.3, Section 9.14 and this Section 9.9 (to the extent related to the foregoing). Cano America shall be an express third-party beneficiary of the rights of Cano America under Section 2.1(b), Section 2.1(d)(iv), Section 5.6, Section 5.12(d), Section 5.12(e), Section 5.15(b), Section 5.15(c), Section 5.17(a), Section 9.3, Section 9.6, Section 9.14 and this Section 9.9 (to the extent related to the foregoing). Dr. Marlow Hernandez shall be an express third-party beneficiary of his rights under Section 5.15(b), Section 5.15(c), Section 5.17(b) and this Section 9.9 (to the extent related to the foregoing). Dr. Richard Aguilar shall be an express third-party beneficiary of his rights under Section 5.17(b) and this Section 9.9 (to the extent related to the foregoing). Each of the Non-Party Affiliates shall be an express third-party beneficiary of Section 9.13 and this Section 9.9 (to the extent related to the foregoing). The Company Refinancing Debt Sources shall be express third-party beneficiaries with respect to, and shall have the right to enforce their interests under Section 9.3 (Amendment), Section 9.5 (Governing Law), this Section 9.9 (Parties in Interest), Section 9.15 (Waiver of Jury Trial), Section 9.16 (Submission to Jurisdiction) and Section 9.19 (Waiver), which Sections shall survive any termination of this Agreement.

Section 9.10Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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Section 9.11Counterparts; Electronic Signatures. This Agreement and each Ancillary Document (including any of the closing deliverables contemplated hereby) may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Document (including any of the closing deliverables contemplated hereby) by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Ancillary Document.

Section 9.12Knowledge of Company; Knowledge of JAWS. For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 9.12(a) of the Company Disclosure Schedules, assuming reasonable inquiry and investigation of his or her direct reports. For all purposes of this Agreement, the phrase “to JAWS’s knowledge” and “to the knowledge of JAWS” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 9.12(b) of the JAWS Disclosure Schedules, assuming reasonable inquiry and investigation of his or her direct reports. For the avoidance of doubt, none of the individuals set forth on Section 9.12(a) of the Company Disclosure Schedules or Section 9.12(b) of the JAWS Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.

Section 9.13No Recourse. Except for claims pursuant to any Ancillary Document by any party(ies) thereto against any Company Non-Party Affiliate or any JAWS Non-Party Affiliate (each, a “Non-Party Affiliate”), and then solely with respect to claims against the Non-Party Affiliates that are party to the applicable Ancillary Document, each Party agrees on behalf of itself and on behalf of the Company Non-Party Affiliates, in the case of the Company, and the JAWS Non-Party Affiliates, in the case of JAWS, that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Non-Party Affiliate, and (b) none of the Non-Party Affiliates shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, the Seller, any JAWS Party or any Non-Party Affiliate concerning the Seller, any Group Company, any JAWS Party, this Agreement or the transactions contemplated hereby.

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Section 9.14Extension; Waiver. The Seller may (a) extend the time for the performance of any of the obligations or other acts of JAWS set forth herein, (b) waive any inaccuracies in the representations and warranties of JAWS set forth herein or (c) waive compliance by JAWS with any of the agreements or conditions set forth herein; provided, however, that Seller may not take any of the foregoing actions if such action would reasonably be expected to materially and adversely effect the benefits that the Seller or Cano America would reasonably expect to receive under this Agreement and the other transactions contemplated hereby without having received the prior written consent of Cano America. JAWS may (i) extend the time for the performance of any of the obligations or other acts of the Seller, set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Seller or the Company set forth herein or (iii) waive compliance by the Seller or the Company with any of the agreements or conditions set forth herein; provided, however, that JAWS may not waive compliance by the Seller or the Company of Section 5.1(b)(xv) or Section 5.1(b)(xvi) (to the extent related to the foregoing) without having received the prior written consent of Cano America. Any agreement on the part of any such Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Section 9.15Waiver of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE COMPANY REFINANCING DEBT) OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.15.

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Section 9.16Submission to Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within State of New York, New York County), for the purposes of any Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or under any Ancillary Document or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the transactions contemplated hereby or any of the transactions contemplated thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action against such Party (i) arising under this Agreement or under any Ancillary Document or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the transactions contemplated hereby or any of the transactions contemplated thereby, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 9.16 for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (y) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 9.4 shall be effective service of process for any such Proceeding, claim, demand, action or cause of action. Notwithstanding anything in this Agreement to the contrary, each Party (on behalf of itself and its respective Subsidiaries and its and their respective Affiliates and any of their respective former, current or future general or limited partners, stockholders, equityholders, members, managers, directors, officers, employees, agents or Affiliates) hereby irrevocably and unconditionally agrees that it will not bring or support any litigation, cause of action, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Company Refinancing Debt Source in any way relating to this Agreement or any of the transactions contemplated hereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York (and the appellate courts thereof), and that the provisions of Section 9.15 relating to the waiver of jury trial shall apply to any such litigation, cause of action, claim, cross-claim or third-party claim.

Section 9.17Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

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Section 9.18Trust Account Waiver. Reference is made to the final prospectus of JAWS, filed with the SEC (File Nos. 333-237874 and 333-238241) on May 18, 2020 (the “Prospectus”). Each of the Seller and the Company acknowledges and agrees and understands that JAWS has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of JAWS’s public shareholders (including overallotment shares acquired by JAWS’s underwriters, the “Public Shareholders”), and JAWS may disburse monies from the Trust Account only in the express circumstances described in the Prospectus. For and in consideration of JAWS entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company nor any of it Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between JAWS or any of its Representatives, on the one hand, and, the Company or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with JAWS or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with JAWS or its Affiliates).

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Section 9.19Waiver. Notwithstanding anything to the contrary contained herein, the JAWS Parties and each of its Representatives thereof (a) hereby waives any claims or rights against any Company Refinancing Debt Source relating to or arising out of this Agreement, the Company Refinancing Debt and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (b) hereby agrees not to bring or support any suit, action or proceeding against any Company Refinancing Debt Source in connection with this Agreement, the Company Refinancing Debt and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (c) hereby agrees to cause any suit, action or proceeding asserted against any Company Refinancing Debt Source by or on behalf of the JAWS Parties or any of its Representatives thereof in connection with this Agreement, the Company Refinancing Debt and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. Notwithstanding the foregoing, nothing in this Section 9.19 shall limit the assertion by any Group Company of express rights of such Group Company set forth in any debt commitment letter or other definitive documentation related to the Company Refinancing Debt.

* * * * *

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IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

JAWS ACQUISITION CORP.
By:	/s/ Joseph Dowling
Name:	Joseph Dowling
Title:	Chief Executive Officer
JAWS MERGER SUB LLC
By:	/s/ Joseph Dowling
Name:	Joseph Dowling
Title:	Chief Executive Officer
PRIMARY CARE (ITC) HOLDINGS, LLC
By:	/s/ Elliot Cooperstone
Name:	Elliot Cooperstone
Title:	Manager
PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS, LLC
By:	/s/ Marlow Hernandez
Name:	Marlow Hernandez
Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

Jaws Acquisition Corp.
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139

Ladies and Gentlemen:

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 the Transaction, Jaws is seeking commitments from interested investors to purchase, following the Domestication (as defined below) and prior to the closing of the Transaction, shares of Jaws’ common stock, par value $0.0001 per share (the “Shares”), in a private placement for a purchase price of $10.00 per share (the “Per Share Purchase Price”). On or about the date of this Subscription Agreement, Jaws is entering into subscription agreements (the “Other Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Investors” and together with the Investor, the “Investors”), severally and not jointly, pursuant to which the Investors, severally and not jointly, have agreed to purchase on the closing date of the Transaction, inclusive of the Shares subscribed for by the Investor, an aggregate amount of up to 80,000,000 Shares, at the Per Share Purchase Price, in which the Company raises an aggregate of $800,000,000.

Prior to the closing of the Transaction (and as more fully described in the Transaction Agreement), Jaws will domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”). The aggregate purchase price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.”

In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, each of the Investor and Jaws acknowledges and agrees as follows:

1.       Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from Jaws the number of Shares set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that the Investor’s subscription for the Shares shall be deemed to be accepted by Jaws only when this Subscription Agreement is signed by a duly authorized person by or on behalf of Jaws; Jaws may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be issued pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company).

2.       Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) Jaws to the Investor (the “Closing Notice”), that Jaws reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to Jaws, three (3) business days prior to the closing date specified in the Closing Notice (the “Closing Date”), the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by Jaws in the Closing Notice. On the Closing Date, Jaws shall issue a number of Shares to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in book entry form in the name of the Investor (or its nominee) or as otherwise directed by the Investor, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), on Jaws’ share register; provided, however, that Jaws’ obligation to issue the Shares to the Investor is contingent upon Jaws having received the Subscription Amount in full accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in New York, New York and Boston, Massachusetts are open for the general transaction of business. In the event the Closing Date does not occur within one business day after the expected closing date set forth in the Closing Notice, Jaws shall promptly (but not later than two business days thereafter) return the Subscription Amount to the Investor, and any book entries shall be deemed cancelled.

3.       Closing Conditions.

a.       The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

(i)       no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby;

(ii)       no suspension of the offering or sale of the Shares shall have been initiated or, to Jaws’ knowledge, threatened by the SEC; and

(iii)       (A) all conditions precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.

b.       In addition to the conditions set forth in Section 3(a), the obligation of Jaws to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date.

c.       In addition to the conditions set forth in Section 3(a), the obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the following conditions: (i) that all representations and warranties of Jaws contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein) and the representation and warranty contained in Section 5(k), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Jaws of each of the representations and warranties of Jaws contained in this Subscription Agreement as of the Closing Date and (ii) Jaws shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Subscription Agreement to have been performed, satisfied or complied with by it at or prior to Closing.

4.       Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

5.       Jaws Representations and Warranties. Jaws represents and warrants to the Investor that:

a.       Jaws is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction). Jaws has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, following the Domestication, Jaws will be duly incorporated, validly existing as a corporation and in good standing under the laws of the State of Delaware.

b.       As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Jaws’ certificate of incorporation (as amended to the Closing Date), by contract or under the General Corporation Law of the State of Delaware.

c.       This Subscription Agreement has been duly authorized, executed and delivered by Jaws and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against Jaws in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

d.       The execution and delivery of, and the performance of the transactions contemplated by this Subscription Agreement, including the issuance and sale of the Shares and the compliance by Jaws with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Jaws or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Jaws or any of its subsidiaries is a party or by which Jaws or any of its subsidiaries is bound or to which any of the property or assets of Jaws is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Jaws and its subsidiaries, taken as a whole (a “Material Adverse Effect”) or materially affect the validity of the Shares or the legal authority of Jaws to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of Jaws or its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Jaws or its subsidiaries or any of their properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of Jaws to comply in all material respects with this Subscription Agreement.

e.       As of their respective dates, all reports (the “SEC Reports”) required to be filed by Jaws with the U.S. Securities and Exchange Commission (the “SEC”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Jaws included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of Jaws as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to the Investor via the SEC’s EDGAR system. There are no outstanding or unresolved comments in comment letters received by Jaws from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.

f.       Jaws is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by Jaws of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) filings required in accordance with Section 12 of this Subscription Agreement, (iv) filings required by the New York Stock Exchange, including with respect to obtaining approval of Jaws’ shareholders, and (v) filings that the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

g.       Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of Jaws, threatened against Jaws or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Jaws. Jaws is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.

h.        As of the date of this Subscription Agreement, the authorized capital stock of Jaws consists of (i) 400,000,000 Class A ordinary shares, (ii) 40,000,000 Class B ordinary shares and (iii) 1,000,000 preference shares, each with a par value of $0.0001 per share. As of the date of this Subscription Agreement, (A) 69,000,000 Class A ordinary shares of Jaws are issued and outstanding, (B) 17,250,000 Class B ordinary shares of Jaws are issued and outstanding, (C) 33,533,333 warrants to purchase Class A ordinary shares of Jaws are issued and outstanding, and (D) no preference shares are issued and outstanding. All (1) issued and outstanding Class A ordinary shares and Class B ordinary shares of Jaws have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and (2) outstanding warrants have been duly authorized and validly issued and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements, the Transaction Agreement and the other agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Jaws any Class A ordinary shares, Class B ordinary shares or other equity interests in Jaws, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, Jaws has no subsidiaries, other than Merger Sub, and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which Jaws is a party or by which it is bound relating to the voting of any securities of Jaws, other than (1) as set forth in the SEC Reports and (2) as contemplated by the Transaction Agreement.

i.       As of the date hereof, the issued and outstanding Shares of Jaws are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “JWS” (it being understood that the trading symbol will be changed in connection with the Transaction). Except as disclosed in the SEC Reports, as of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of Jaws, threatened against Jaws by NYSE or the SEC, respectively, to prohibit or terminate the listing of Jaws’ Shares on NYSE or to deregister the Shares under the Exchange Act. Jaws has taken no action that is designed to terminate the registration of the Shares under the Exchange Act.

j.       Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the Shares hereunder. The Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

k.       Jaws is not, and immediately after receipt of payment for the Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

l.       Other than the Other Subscription Agreements, the Transaction Agreement and any other agreement contemplated by the Transaction Agreement, Jaws has not entered into any side letter or similar agreement with any Other Investor or any other investor in connection with such Other Investor’s or investor’s direct or indirect investment in Jaws (other than any side letter or similar agreement relating to the transfer to any investor of (i) securities of Jaws by existing securityholders of Jaws, which may be effectuated as a forfeiture to Jaws and reissuance, or (ii) securities to be issued to the direct or indirect securityholders of the Company pursuant to the Transaction Agreement). No Other Subscription Agreement includes terms and conditions that are materially more advantageous to any such Other Investor than the Investor hereunder, and such Other Subscription Agreements have not been amended or modified in any material respect following the date of this Subscription Agreement.

m.       Jaws has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned could become liable. Other than the Placement Agent (as defined below), Jaws is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.

n.       Jaws acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Investor in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and the Investor effecting a pledge of Shares shall not be required to provide Jaws with any notice thereof; provided, however, that neither Jaws, the Company or their respective counsels shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Shares are not subject to any contractual prohibition on pledging or lock up, the form of such acknowledgment to be subject to review and comment by Jaws in all respects.

6.       Investor Representations and Warranties. The Investor represents and warrants to Jaws that:

a.       The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Shares.

b.       The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to Jaws or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a restrictive legend to such effect and, as a result, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares will not be immediately eligible for resale pursuant to Rule 144 promulgated under the Securities Act. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Shares.

c.       The Investor acknowledges and agrees that the Investor is purchasing the Shares from Jaws. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Jaws, the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Jaws expressly set forth in Section 5 of this Subscription Agreement.

d.       The Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

e.       The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares, including, with respect to Jaws, the Transaction and the business of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed the SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.

f.       The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and Jaws, the Company or a representative of Jaws or the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and Jaws, the Company or a representative of Jaws or the Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Jaws, the Company, the Placement Agent, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of Jaws contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Jaws.

g.       The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in Jaws’ filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision.

h.       Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Jaws. The Investor acknowledges specifically that a possibility of total loss exists.

i.       In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agent or any of its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning Jaws, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.

j.       The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

k.       The Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

l.       The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Jaws, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

m.       The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived.

n.       No disclosure or offering document has been prepared by Credit Suisse Securities (USA) LLC or any of its affiliates (the “Placement Agent”) in connection with the offer and sale of the Shares.

o.       Neither the Placement Agent, nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing have made any independent investigation with respect to Jaws, the Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by Jaws.

p.       In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the Investor’s financial advisor or fiduciary.

q.       The Investor has or has commitments to have and, when required to deliver payment to Jaws pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.

r.       The Investor acknowledges that the purchase and sale of Shares hereunder meets the exemptions from filing under FINRA Rule 5123(b)(1).

s.       The Investor acknowledges that Placement Agent may have acquired, or during the term of the Shares may acquire, non-public information with respect to Jaws, which the Investor agrees, subject to requirements under applicable law, need not be provided to it.

7.       Registration Rights.

a.       In the event that the Shares are not registered in connection with the consummation of the Transaction, Jaws agrees that, within thirty (30) calendar days after the consummation of the Transaction (the “Filing Deadline”), it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies Jaws that it will “review” the Registration Statement) and (ii) ten (10) business days after Jaws is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such date, the “Effectiveness Date”). Jaws agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the fourth anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act within 90 days without limitation as to the amount of such securities that may be sold and without the requirement for Jaws to be in compliance with the current public information requirement under Rule 144 (the earliest of (i)–(iii) being the “Expiration”). The Investor agrees to disclose its ownership to Jaws upon request to assist it in making the determination described above. The Investor acknowledges and agrees that Jaws may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that (A) Jaws shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days, in each case in any three hundred sixty (360) day period, (B) Jaws shall have a bona fide business purpose for not making such information public and (C) Jaws shall use commercially reasonable efforts to make such registration statement available for the sale by the Investor of such securities as soon as practicable thereafter. Jaws’ obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to Jaws such information regarding the Investor, the securities of Jaws held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Jaws to effect the registration of such Shares, and shall execute such documents in connection with such registration as Jaws may reasonably request that are customary of a selling stockholder in similar situations, provided, however, that the Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Jaws will provide a draft of the Registration Statement to the Investor for review at least two (2) business days in advance of filing the Registration Statement. So long as the Investor delivers to Jaws a completed questionnaire (which shall include representations and warranties as to relevant matters), the Investor shall not be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by Jaws to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve Jaws of its obligations to file or effect the Registration Statement set forth in this Section 7.

b.       Prior to the Expiration, Jaws shall advise the Investor within three (3) business days (at Jaws’s expense): (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Jaws of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b)(iv) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). Jaws shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (iv) above, except for such times as Jaws is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, Jaws shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (iv) and receives notice that any post-effective amendment has become effective or unless otherwise notified by Jaws that it may resume such offers and sales. If so directed by Jaws, the Investor will deliver to Jaws or, in the Investor’s sole discretion destroy, all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up.

c.       Prior to the Expiration, Jaws will use commercially reasonable efforts to file all reports necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement. For as long as the Investor holds Shares, Jaws will use commercially reasonable efforts to file all reports necessary to enable the undersigned to resell the Shares pursuant to Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor). In addition, in connection with any sale, assignment, transfer or other disposition of the Shares by the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the Shares held by the Investor become freely tradable and upon compliance by the Investor with the requirements of this Subscription Agreement, if requested by the Investor, Jaws shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from the Investor, provided that Jaws and the Transfer Agent have timely received from the Investor customary representations and other documentation reasonably acceptable to Jaws and the Transfer Agent in connection therewith. Subject to receipt from the Investor by Jaws and the Transfer Agent of customary representations and other documentation reasonably acceptable to Jaws and the Transfer Agent in connection therewith, including, if required by the Transfer Agent, an opinion of Jaws’s counsel, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, the Investor may request that Jaws remove any legend from the book entry position evidencing its Shares following the earliest of such time as such Shares (i) (x) are subject to or (y) have been or are about to be sold or transferred pursuant to an effective registration statement, (ii) have been or are about to be sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for Jaws to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Shares. If restrictive legends are no longer required for such Shares pursuant to the foregoing, Jaws shall, in accordance with the provisions of this section and within two (2) trading days of any request therefor from the Investor accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares. Jaws shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.

d.       Indemnification.

(i)       Jaws agrees to indemnify and hold harmless, to the extent permitted by law, the Investor, its directors, and officers, employees, and agents, and each person who controls the Investor (within the meaning of the Securities Act or the Exchange Act) and each affiliate of the Investor (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Jaws by or on behalf of the Investor expressly for use therein.

(ii)       The Investor agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless Jaws, its directors and officers and agents and each person who controls Jaws (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Investor expressly for use therein. In no event shall the liability of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation.

(iii)       Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(iv)       The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.

(v)       If the indemnification provided under this Section 7(d) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7(d) from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.

8.       Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms without being consummated, (b) upon the mutual written agreement of each of the parties hereto and the Company to terminate this Subscription Agreement, (c) Jaws’ notification to the Investor in writing that it has, with the written consent of the Company, abandoned its plans to move forward with the Transaction, (d) July 11, 2021, if the Closing has not occurred by such date, or (e) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing (the termination events described in clauses (a)–(e) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. Jaws shall notify the Investor in writing of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to Jaws in connection herewith shall promptly (and in any event within one business day) following the Termination Event be returned to the Investor.

9.       Trust Account Waiver. The Investor acknowledges that Jaws is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Jaws and one or more businesses or assets. The Investor further acknowledges that, as described in Jaws’ prospectus relating to its initial public offering dated May 13, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of Jaws’ assets consist of the cash proceeds of Jaws’ initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of Jaws, its public shareholders and the underwriters of Jaws’ initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to Jaws to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of Jaws entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of any Class A Shares other than the Class A Shares purchased by it pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such Class A Shares.

10.       Miscellaneous.

a.       Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned; provided that the Investor may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of the Investor or an affiliate thereof); provided, that no such assignment shall relieve the Investor of its obligations hereunder.

b.       Jaws may request from the Investor such additional information as Jaws may deem necessary to register the resale of the Shares and evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with the Investor’s internal policies and procedures; provided that Jaws agrees to keep any such information provided by the Investor confidential except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which Jaws’ securities are listed for trading. The Investor acknowledges and agrees that if it does not provide Jaws with such requested information, Jaws may not be able to register the Investor's Shares for resale pursuant to Section 7 hereof. The Investor acknowledges that Jaws may file a form of this Subscription Agreement that does not identify the Investor with the SEC as an exhibit to a periodic report or a registration statement of Jaws.

c.       The Investor acknowledges that Jaws, the Placement Agent and, following the Closing, the Company, will rely on the acknowledgments, understandings, agreements, representations and warranties contained in Section 6 of this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly notify the other parties hereto and the Placement Agent if any of their respective acknowledgments, understandings, agreements, representations and warranties set forth in Section 5 or Section 6, as applicable, above are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case such party shall notify the other parties and the Placement Agent if they are no longer accurate in any respect). Each party acknowledges and agrees that each purchase by the Investor, and each sale by Jaws, of Shares from Jaws will constitute a reaffirmation of their respective acknowledgments, understandings, agreements, representations and warranties set forth in Section 6 (as modified by any such notice) by the Investor as of the time of such purchase.

d.       Jaws, the Company and the Placement Agent are each irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 10(d) shall not give the Company or the Placement Agent any rights other than those expressly set forth herein and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties of Jaws set forth in this Subscription Agreement.

e.       All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

f.       This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8 above) except by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification or waiver by Jaws of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

g.       This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 8(b), Section 10(c), Section 10(d), Section 10(f), this Section 10(g) and the last sentence of Section 10(k) with respect to the persons specifically referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement with right of enforcement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.

h.       Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

i.       If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

j.       This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

k.       The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company and the Placement Agent shall be entitled to rely on the provisions of the Subscription Agreement of which the Company and the Placement Agent are each an express third party beneficiary, in each case, on the terms and subject to the conditions set forth herein.

l.       If any change in the number, type or classes of authorized shares of Jaws (including the Shares), other than as contemplated by the Transaction Agreement or any agreement contemplated by the Transaction Agreement, shall occur between the date hereof and immediately prior to the Closing by reason of reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number of Shares issued to the Investor shall be appropriately adjusted to reflect such change.

m.       This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.

n.       THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 10(l) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(l).

o.       Any notice or communication required or permitted hereunder to be given to the Investor shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as the Investor may hereafter designate by notice to Jaws.

11.       Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of Jaws expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Jaws. The Investor acknowledges and agrees that, other than the statements, representations and warranties of Jaws expressly contained in Section 5 of this Subscription Agreement, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing) or (ii) the Placement Agent, its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by Jaws, the Company, the Placement Agent or any Non-Party Affiliate concerning Jaws, the Company, the Placement Agent, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of Jaws, the Company, the Placement Agent or any of Jaws’, the Company’s or the Placement Agent’s controlled affiliates or any family member of the foregoing.

12.       Disclosure. Jaws shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, nonpublic information that Jaws has provided to the Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of Jaws, the Investor shall not be in possession of any material, non-public information received from Jaws or any of its officers, directors, or employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with Jaws, the Placement Agent or any of their respective affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, Jaws shall not publicly disclose the name of the Investor, its investment advisor or any of their respective affiliates or advisers, or include the name of the Investor, its investment advisor or any of their respective affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which Jaws’ securities are listed for trading; provided, however, that Jaws shall provide Investor with prior written notice of such disclosure permitted under clauses (i) and (ii).

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Investor:	State/Country of Formation or Domicile:
By:  _____________________________________
Name:  ___________________________________
Title:  ___________________________________
Name in which Shares are to be registered (if different):	Date: ________, 2020
Investor’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn:  ____________________________________	Attn:  ____________________________________
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Number of Shares subscribed for:
Aggregate Subscription Amount: $	Price Per Share: $10.00

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by Jaws in the Closing Notice.

IN WITNESS WHEREOF, Jaws has accepted this Subscription Agreement as of the date set forth below.

JAWS ACQUISITION CORP.

By: 

Name:
Title:

Date: , 2020

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

A. QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):

☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):

1. ☐  We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2. ☐  We are not a natural person.

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”

☐  Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company;

☐  Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐  Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐  Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐  Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or

☐  Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

This page should be completed by the Investor

and constitutes a part of the Subscription Agreement.

EX-10.2

Exhibit 10.2

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 11, 2020, is made by and among Jaws Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the other holders of JAWS Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Class B Holders”), Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), 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”). The Sponsor, the Other Class B Holders, JAWS, the 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 shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, JAWS, Jaws Merger Sub, LLC, the Seller and the Company are concurrently entering into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement by the parties thereto, pursuant to which, among other things, (a) the Class B Holders will vote in favor of approval of the Business Combination Agreement and the transactions contemplated thereby and (b) the Class B Holders will agree to waive any adjustment to the conversion ratio set forth in the Governing Documents of JAWS.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1.       Agreement to Vote. Each Class B Holder hereby agrees to vote at any meeting of the shareholders of JAWS, and in any action by written resolution of the shareholders of JAWS, all of such Class B Holder’s JAWS Class B Shares (together with any other Equity Securities of JAWS that such Class B Holder holds of record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject JAWS Equity Securities”) in favor of the Transaction Proposals.

2.       Waiver of Anti-dilution Protection. Each Class B Holder hereby (a) waives, subject to, and conditioned upon, the occurrence of the Closing (for himself, herself or itself and for his, her or its, successors, heirs and assigns), to the fullest extent permitted by law and the Amended and Restated Memorandum and Articles of Association of JAWS, and (b) agrees not to assert or perfect, any rights to adjustment or other anti-dilution protections with respect to the rate that the JAWS Class B Shares held by him, her or it convert into JAWS Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.

3.       Transfer of Shares.

a.       Each Class B Holder hereby agrees that he, she or it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject JAWS Equity Securities or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any of his, her or its Subject JAWS Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject JAWS Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of his, her or its Subject JAWS Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of his, her or its Subject JAWS Equity Securities even if such Subject JAWS Equity Securities would be disposed of by a person other than such Class B Holder or (v) take any action that would have the effect of preventing or materially delaying the performance of his, her or its obligations hereunder; provided, however, that the foregoing shall not apply to any Transfer (A) to JAWS’s officers or directors, any affiliates or family member of any of JAWS’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; and (E) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; provided, that any transferee of any Transfer of the type set forth in clauses (A) through (E) must enter into a written agreement in form and substance reasonably satisfactory to the Seller agreeing to be bound by this Agreement prior to the occurrence of such Transfer.

b.       In furtherance of the foregoing, JAWS hereby agrees to (i) place a revocable stop order on all Subject JAWS Equity Securities subject to Section 3(a), including those which may be covered by a registration statement, and (ii) notify JAWS’s transfer agent in writing of such stop order and the restrictions on such Subject JAWS Equity Securities under Section 3(a) and direct JAWS’s transfer agent not to process any attempts by the Class B Holder to Transfer any Subject JAWS Equity Securities except in compliance with Section 3(a); for the avoidance of doubt, the obligations of JAWS under this Section 3(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject JAWS Equity Securities.

4.       Other Covenants. Each Class B Holder hereby agrees to be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to JAWS, as if such Class B Holder is directly a party thereto, and (ii) Section 5.5(b) (Exclusive Dealing) of the Business Combination Agreement to the same extent as such provisions apply to JAWS as if such Class B Holder is directly party thereto.

5.       Termination of JAWS Class B Shares Lock-up Period. Each Class B Holder and JAWS hereby agree that effective as of the consummation of the Closing (and not before), Section 5 of that certain Letter Agreement, dated May 18, 2020, by and among JAWS, the Class B Holders and certain other parties thereto (the “Class B Holder Agreement”), shall be amended and restated in its entirety as follows:

“5. Reserved.”

The amendment and restatement set forth in this Section 5 shall be void and of no force and effect with respect to the Class B Holder Agreement if the Business Combination Agreement shall be terminated for any reason in accordance with its terms.

6.       Termination of Registration Rights Agreement and Administrative Services Agreement. Each Class B Holder and JAWS hereby agree that effective as of the consummation of the Closing (and not before), (i) the Registration and Shareholder Rights Agreement, dated as of May 18, 2020, by and among JAWS and the Class B Holders and (ii) the Administrative Services Agreement, dated as of May 18, 2020, by and between JAWS and the Sponsor, shall each automatically terminate and be of no further force or effect, without any notice or other action by any Party.

7.       Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 7(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Sections 2, 5, 6 and 11 (solely to the extent related to the foregoing Sections 2, 5 or 6) shall each survive the termination of this Agreement pursuant to Section 7(a), and (iii) Sections 8, 9, 10 and 11 (solely to the extent related to the following Sections 8 or 10) shall survive any termination of this Agreement. For purposes of this Section 7, (x) “Willful Breach” means a material breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) “Fraud” means an act or omission by a Party, and requires: (A) a false or incorrect representation or warranty expressly set forth in this Agreement, (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (C) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (E) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.

8.       No Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any JAWS Non-Party Affiliate (other than the Class B Holders named as parties hereto, on the terms and subject to the conditions set forth herein), and (b) none of the Company Non-Party Affiliates or the JAWS Non-Party Affiliates (other than the Class B Holders named as parties hereto, on the terms and subject to the conditions set forth herein) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

9.       Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) each Class B Holder makes no agreement or understanding herein in any capacity other than in such Class B Holder’s capacity as a record holder and beneficial owner of the Subject JAWS Equity Securities, and not, in the case of each Other Class B Holder in such Other Class B Holder’s capacity as a director, officer or employee of any JAWS Party, and (b) nothing herein will be construed to limit or affect any action or inaction by each Other Class B Holder or any representative of the Sponsor serving as a member of the board of directors (or other similar governing body) of any JAWS Party or as an officer, employee or fiduciary of any JAWS Party, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of such JAWS Party.

10.       No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

11.       Incorporation by Reference. Sections 9.1 (Non-Survival), 9.2 (Entire Agreement; Assignment). 9.3 (Amendment), 9.5 (Governing Law), 9.7 (Constructions; Interpretation), 9.10 (Severability), 9.11 (Counterparts; Electronic Signatures), 9.15 (Waiver of Jury Trial), 9.16 (Submission to Jurisdiction) and 9.17 (Remedies) of the Business Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.

[signature page follows]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

JAWS SPONSOR LLC
By:	/s/ Barry S. Sternlicht
	Name: Barry S. Sternlicht Title: Chief Executive Officer

JAWS ACQUISITION CORP.
By:	/s/ Joseph Dowling
	Name: Joseph Dowling Title: Chief Executive Officer

PRIMARY CARE (ITC) HOLDINGS LLC
By:	/s/ Elliot Cooperstone
	Name: Elliot Cooperstone Title: Manager

PRIMARY CARE (ITC) INTERMEDIATE HOLDINGS LLC
By:	/s/ Marlow Hernandez
	Name: Marlow Hernandez Title: Chief Executive Officer

OTHER CLASS B HOLDERS:
	/s/ Douglas I. Ostrover
	Douglas I. Ostrover

/s/ Michael Baldock

Michael Baldock

/s/ Benjamin Weprin

Benjamin Weprin

SCHEDULE I

Other Class B Holders

1. Douglas I. Ostrover

2. Michael Baldock

3. Benjamin Weprin

EX-10.3

Exhibit 10.3

FORM OF TRANSACTION SUPPORT AGREEMENT

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November [●], 2020, by and between Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), and [●], a [●] (the “Supporting Seller Unitholder”)¹. 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).

RECITALS

WHEREAS, JAWS, Jaws Merger Sub, LLC, a Delaware limited liability company, 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”), are concurrently entering into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

WHEREAS, the Supporting Seller Unitholder is the record and beneficial owner of the number and type of Equity Securities of the Seller set forth on Schedule A hereto (together with any other units or other Equity Securities of the Seller that the Supporting Seller Unitholder acquires record or beneficial ownership after the date hereof, collectively, the “Subject Seller Units”);

WHEREAS, in consideration for the benefits to be received by the Supporting Seller Unitholder under the terms of the Business Combination Agreement and as a material inducement to JAWS agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement, the Supporting Seller Unitholder agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement; and

WHEREAS, the Parties acknowledge and agree that JAWS would not have entered into and agreed to consummate the transactions contemplated by the Business Combination Agreement without the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by the agreements, covenants and obligations contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

AGREEMENT

1.Supporting Seller Unitholder Consent and Related Matters.

(a)As promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Supporting Seller Unitholder shall duly execute and deliver to the Seller and JAWS the Seller Unitholder Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 5.12(b) (Transaction Support Agreements; Seller Unitholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the first sentence of this Section 1(a), prior to the Closing, the Supporting Seller Unitholder shall vote (or cause to be voted) the Subject Seller Units against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Seller’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 7.1 or 7.2 of the Business Combination Agreement not being satisfied.

¹ ITC Rumba, LLC, Cano America, LLC and Comfort Health Management LLC.

(b)Without limiting any other rights or remedies of JAWS, the Supporting Seller Unitholder hereby irrevocably appoints JAWS or any individual designated by JAWS as the Supporting Seller Unitholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Supporting Seller Unitholder, to attend on behalf of the Supporting Seller Unitholder any meeting of the Seller Unitholders with respect to the matters described in Section 1(a), to include the Subject Seller Units in any computation for purposes of establishing a quorum at any such meeting of the Seller Unitholders, to vote (or cause to be voted) the Subject Seller Units or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Seller Unitholders or any action by written consent by the Seller Unitholders (including the Seller Unitholder Written Consent), in each case, in the event that the Supporting Seller Unitholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a).

(c)The proxy granted by the Supporting Seller Unitholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for JAWS entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Supporting Seller Unitholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Supporting Seller Unitholder and shall revoke any and all prior proxies granted by the Supporting Seller Unitholder with respect to the Subject Seller Units. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Seller Units and a vote or consent by the Supporting Seller Unitholder of the Subject Seller Units (or any other Person with the power to vote the Subject Seller Units) with respect to the matters in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a). For the avoidance of doubt, the Supporting Seller Unitholder may vote the Subject Seller Units on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement.

2.Other Covenants and Agreements.

(a)The Supporting Seller Unitholder shall be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Seller, as if the Supporting Seller Unitholder is directly party thereto, and (ii) the first sentence of Section 5.5(a) (Exclusive Dealing) and Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Seller, as if the Supporting Seller Unitholder is directly party thereto.

(b) The Supporting Seller Unitholder acknowledges and agrees that JAWS is entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.

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3.Supporting Seller Unitholder Representations and Warranties. The Supporting Seller Unitholder represents and warrants to JAWS as follows:

(a)The Supporting Seller Unitholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable).

(b)The Supporting Seller Unitholder has the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Supporting Seller Unitholder. This Agreement has been duly and validly executed and delivered by the Supporting Seller Unitholder and constitutes a valid, legal and binding agreement of the Supporting Seller Unitholder (assuming that this Agreement is duly authorized, executed and delivered by JAWS), enforceable against the Supporting Seller Unitholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(c)No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Supporting Seller Unitholder with respect to the Supporting Seller Unitholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Supporting Seller Unitholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.

(d)None of the execution or delivery of this Agreement by the Supporting Seller Unitholder, the performance by the Supporting Seller Unitholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Supporting Seller Unitholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Supporting Seller Unitholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Supporting Seller Unitholder or any of its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Seller Units, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Supporting Seller Unitholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.

(e)The Supporting Seller Unitholder is the record and beneficial owner of the Subject Seller Units and has valid, good and marketable title to the Subject Seller Units, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Fourth Amended and Restated Limited Liability Company Agreement of the Seller (the “Seller LLC Agreement”)). Except for the Equity Securities of the Seller set forth on Schedule A hereto, together with any other Equity Securities of the Seller that the Supporting Seller Unitholder acquires record or beneficial ownership after the date hereof, the Supporting Seller Unitholder does not own, beneficially or of record, any Equity Securities of the Seller or any Group Company. Except as otherwise expressly contemplated by the Seller LLC Agreement, the Supporting Seller Unitholder does not have the right to acquire any Equity Securities of the Seller or any Group Company. The Supporting Seller Unitholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Seller Units and, except for this Agreement, the Business Combination Agreement and the Seller LLC Agreement, the Supporting Seller Unitholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Supporting Seller Unitholder to Transfer any of the Subject Seller Units or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Seller Units.

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(f)There is no Proceeding pending or, to the Supporting Seller Unitholder’s knowledge, threatened against the Supporting Seller Unitholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Supporting Seller Unitholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

(g)The Supporting Seller Unitholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Jaws Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the Jaws Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby.

(h)In entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, the Supporting Seller Unitholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of any Jaws Party (including, for the avoidance of doubt, none of the representations or warranties of any Jaws Party set forth in the Business Combination Agreement or any other Ancillary Document), any Jaws Non-Party Affiliate or any other Person, either express or implied, and the Supporting Seller Unitholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party, none of the Jaws Parties, any Jaws Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he, she or it is or will be a party or the transactions contemplated hereby or thereby.

4.Transfer of Subject Securities. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of JAWS (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Supporting Seller Unitholder agrees not to (a) Transfer any of the Subject Seller Units, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Supporting Seller Unitholder to Transfer the Subject Seller Units or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Seller Units, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

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5.Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 2(a)(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality) of the Business Combination Agreement) and the representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) Section 2(a)(i) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(a) and (iv) Section 2(a)(ii) (solely to the extent that it relates to Section 9.18 (Trust Account Waiver) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). For purposes of this Section 5, (x) “Willful Breach” means a material breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) “Fraud” means an act or omission committed by a Party, and requires: (A) a false or incorrect representation or warranty expressly set forth in this Agreement, (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (C) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (E) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.

7.No Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against the Seller, the Company or any Company Non-Party Affiliate (other than the Supporting Seller Unitholder named as a party hereto, on the terms and subject to the conditions set forth herein) or any Jaws Non-Party Affiliate, and (b) none of the Seler, the Company, any Company Non-Party Affiliates (other than the Supporting Seller Unitholder named as a party hereto, on the terms and subject to the conditions set forth herein) or any Jaws Non-Party Affiliate shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

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8.Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof) if applicable, e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

If to JAWS, to:

JAWS Acquisition Corp.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Joe Dowling

E-mail: jdowling@namllc.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Attention: Michael P. Brueck, P.C.

David L. Perechocky

E-mail: michael.brueck@kirkland.com

david.perechocky@kirkland.com

If to the Supporting Seller Unitholder, to:

[●]

[●]

[●]

Attention: [●]

E-mail: [●]

with a copy (which shall not constitute notice) to:

[●]

[●]

[●]

Attention: [●]

E-mail: [●]

or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

9.Entire Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.

10.Amendments and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Supporting Seller Unitholder and JAWS. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Supporting Seller Unitholder without JAWS’s prior written consent (to be withheld or given in its sole discretion).

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11.Fees and Expenses. Except as otherwise expressly set forth in the Business Combination Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses.

12.Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that either Party does not perform its respective obligations under the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

13.No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

14.Miscellaneous. Sections 9.1 (Non-Survival), 9.2 (Entire Agreement; Assignment). 9.3 (Amendment), 9.5 (Governing Law), 9.7 (Constructions; Interpretation), 9.10 (Severability), 9.11 (Counterparts; Electronic Signatures), 9.15 (Waiver of Jury Trial), 9.16 (Submission to Jurisdiction) and 9.17 (Remedies) of the Business Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Transaction Support Agreement as of the date first above written.

JAWS ACQUISITION CORP.

By: 

Name:
Title:

[SUPPORTING SELLER UNITHOLDER]

By: 

Name:
Title:

SCHEDULE A

Class/Series Units	Number of Units
Class A-1 Units	[●]
Class A-2 Units	[●]
Class A-3 Units	[●]
Class A-4 Units	[●]
Class B Units	[●]

EX-99.1

Exhibit 99.1

Cano Health, a Leading Value-Based Care Delivery Platform for Seniors, to Become Publicly Traded via Merger with Jaws Acquisition Corp.

· Cano Health is a primary care-centric, technology-powered healthcare delivery and population health platform that delivers superior clinical results at lower costs for its Medicare Advantage members

· The transaction will further accelerate Cano Health’s growth and enable expansion of value-based care in current and new geographies

· Transaction values Cano Health at an enterprise value of $4.4 billion and is expected to provide up to $1.49 billion in cash proceeds, including a fully committed PIPE of $800 million

· PIPE led by $50 million investment from Barry Sternlicht, Chairman of Jaws, as well as commitments from funds affiliated with Fidelity Management & Research Company, funds and accounts managed by BlackRock, Third Point and Maverick Capital

MIAMI — November 12, 2020 — Cano Health, LLC (“Cano Health” or the “Company”), a leading value-based care delivery platform for seniors, and Jaws Acquisition Corp. (NYSE: JWS), a special purpose acquisition company, announced today they have entered into a definitive merger agreement that will support Cano Health’s vision of becoming America’s leader in primary care for seniors. Upon completion of the transaction, the combined company will operate as Cano Health, and will be listed on the New York Stock Exchange (NYSE) under the new ticker symbol “CANO.”

Founded in 2009, Cano Health provides value-based care for more than 103,000 members through its network of 564 primary care physicians across 14 markets in Florida, Texas, Nevada and Puerto Rico. The Company focuses on providing high-touch population health and wellness services to Medicare Advantage members, particularly in underserved communities where it can make the greatest impact. Cano Health’s proprietary CanoPanorama technology platform enables the delivery of high-quality health care services to its members, resulting in superior clinical outcomes at lower costs. Cano Health partners with leading health plans, including Humana, UnitedHealthcare, Anthem, Aetna, Centene and Devoted, to improve health outcomes and member experience.

Cano Health is one of the fastest growing providers of value-based care to Medicare Advantage populations in the nation, which is expected to be a $590 billion market in 2025. The Company has executed on a multi-pronged strategy of organic growth through existing centers, de novo clinics, and MSO affiliate practices, as well as growth through acquisitions to drive a historical revenue compound annual growth rate of over 70% since 2017. In addition, Cano Health was selected to participate as a Direct Contracting Entity by the Centers for Medicare and Medicaid Services (CMS) under the “American Choice Healthcare, LLC” brand that is scheduled to commence in April 2021 and has the potential to significantly expand the Company’s addressable market.

The transaction will further accelerate Cano Health’s growth and enable the expansion of its value-based care into new geographies. The Company is expected to receive up to $935 million in transaction proceeds to pay down debt and provide growth capital, and a substantial majority of up to $465 million of proceeds is expected to be allocated to Cano Health’s financial sponsor.

Cano Health’s management team, led by Founder and CEO Dr. Marlow Hernandez, will continue to lead the Company following the transaction. Barry Sternlicht, Co-Founder and Chairman of Jaws Acquisition Corp., will serve on the Company’s Board of Directors.

Management Comments

“The team at Jaws Acquisition Corp. recognizes our dedication to clinical and operational excellence and we are incredibly excited to partner with them to pursue numerous growth opportunities,” said Dr. Hernandez. “We have fulfilled and will always remain faithful to our mission – to improve patient health and quality of life by delivering superior primary care medical services, while forging life-long bonds with our members. We truly believe our model is transformative and can lead to fundamental improvements in America’s healthcare system, while helping Americans who need our help the most. In the process, we are revitalizing entire communities. Over the last ten years, we have watched our platform deliver results that benefit patients, providers and payors. At Cano Health, we understand the fundamental problems with traditional healthcare payment models. That’s why we continue to align incentives and help providers achieve profitability while providing superior medical care. Today, we take a big step in our effort to make healthcare in America more accessible, coordinated and affordable.”

“Cano Health’s mission of providing high-quality healthcare to a largely underserved population resonates with the principles of Jaws Acquisition Corp., which include doing well by doing good” said Mr. Sternlicht. “Cano Health has an exceptional, highly experienced management team led by Dr. Hernandez, and is incredibly well positioned to capitalize on the large and growing opportunity being driven by the government’s shift to Medicare Advantage and demographic tailwinds in the market. We are pleased to partner with Cano Health and provide the Company with the capital needed to accelerate the next phases of its growth to become one of the leading primary care providers in the country.”

“We are thrilled with how Cano Health has grown to become the leader in value-based healthcare for underserved seniors and look forward to watching it continue to expand nationwide,” said Elliot Cooperstone, Managing Partner of InTandem Capital Partners, Cano Health’s financial sponsor since 2016.

Key Transaction Terms

The transaction values the combined company at an enterprise value of approximately $4.4 billion and implies a multiple of 3.1x estimated 2021 revenues of $1.45 billion.

The business combination is expected to deliver up to $1.49 billion of gross proceeds, including the contribution of up to $690 million of cash held in Jaws Acquisition Corp.’s trust account and an $800 million concurrent private placement (PIPE) of common stock of the combined company, priced at $10.00 per share. The PIPE includes $50 million from Barry Sternlicht and the remainder from leading institutional investors, including funds affiliated with Fidelity Management & Research Company, funds and accounts and accounts managed by BlackRock, Third Point and Maverick Capital. Existing Cano Health shareholders will roll over approximately 90% of their equity stake into the new company.

Assuming no public shareholders of Jaws Acquisition Corp. exercise their redemption rights and after $465 million in cash consideration to Cano Health’s existing shareholders, Cano Health shareholders will own approximately 65%, Jaws Acquisition Corp. shareholders will own approximately 15%, PIPE investors will own approximately 17% and Jaws’ sponsor will own approximately 4% of the issued and outstanding shares of common stock, respectively, of the combined company at closing. Furthermore, the combined company will be capitalized with up to $535 million in cash, including proceeds received from the transaction and after paydown of approximately $400 million in debt.

The transaction, which has been unanimously approved by Cano Health and Jaws Acquisition Corp., is subject to approval by Jaws Acquisition Corp.’s shareholders and other customary closing conditions. The transaction is expected to close at the end of the first quarter or the beginning of the second quarter of 2021.

A more detailed description of the transaction terms and a copy of the Business Combination Agreement will be included in a current report on Form 8-K to be filed by Jaws Acquisition Corp. with the United States Securities and Exchange Commission (the “SEC”). Jaws Acquisition Corp. will file a registration statement (which will contain a proxy statement prospectus) with the SEC in connection with the transaction.

Advisors

Moelis & Company is acting as financial advisor to Cano Health.

Credit Suisse is serving as financial advisor and exclusive capital markets advisor to Cano Health. Credit Suisse is also serving as exclusive placement agent on the private offering.

Goodwin Procter LLP is serving as legal counsel to Cano Health and Cravath Swaine & Moore LLP is serving as counsel to certain shareholders, including members of Company management.

Kirkland & Ellis LLP is serving as legal counsel to Jaws Acquisition Corp.

Management Presentation

A presentation made by the management of Cano Health and Jaws Acquisition Corp. regarding the transaction will be available on Jaws Acquisition Corp.’s website https://www.jawsholdings.com/ and Cano Health’s website https://canohealth.com/. In connection with this event, Jaws Acquisition Corp. will file an investor presentation with the SEC, which can be viewed at www.sec.gov.

About Cano Health, LLC

Cano Health operates primary care centers and supports affiliated medical practices in Florida, Texas, Nevada, and Puerto Rico that specialize in value-based care for seniors. As part of its care coordination strategy, Cano Health provides high-touch population health management programs such as wellness activities, pharmacy services, home visits, telehealth, transition of care, and high-risk and complex care management.

The Company’s personalized patient care and proactive approach to wellness and preventive care is what sets it apart from competitors. In August 2020, Cano Health was ranked the 6^th fastest growing healthcare company in the country on the Inc. 5000 list.

About Jaws Acquisition Corp.

Jaws Acquisition Corp., led by Chairman Barry S. Sternlicht and Chief Executive Officer Joseph L. Dowling, is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Additional Information

In connection with the proposed business combination, Jaws intends to file with the SEC a registration statement on Form S-4, which will include a preliminary proxy prospectus and preliminary proxy statement. Jaws will mail a definitive proxy statement/final prospectus and other relevant documents relating to the proposed business combination to its shareholders. This press release is not a substitute for the registration statement, the definitive proxy statement/final prospectus or any other document that Jaws will send to its shareholders in connection with the business combination. Investors and security holders of Jaws are advised to read, when available, the proxy statement/prospectus in connection with Jaws’ solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the business combination (and related matters) because the proxy statement/prospectus will contain important information about the business combination and the parties to the business combination. The definitive proxy statement/final prospectus will be mailed to shareholders of Jaws as of a record date to be established for voting on the business combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: 1601 Washington Avenue, Suite 800, Miami Beach, Florida, 33139.

Participants in the Solicitation

Jaws, the Company and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Jaws’ shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of Jaws’ directors and officers in Jaws’ filings with the SEC, including the registration statement to be filed with the SEC by Jaws, which will include the proxy statement of Jaws for the business combination, and such information and names of the Company’s managers and executive officers will also be in the registration statement to be filed with the SEC by Jaws, which will include the proxy statement of Jaws for the business combination.

No Offer of Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the business combination between Jaws and the Company, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company, and other statements that are not historical facts.

These statements are based on the current expectations of Jaws’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Jaws and the Company. These statements are subject to a number of risks and uncertainties regarding Jaws’ businesses and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination; the risk that the approval of the shareholders of Jaws or the Company for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Jaws and the Company; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Jaws’ shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on NYSE following the business combination; costs related to the business combination; and those factors discussed in Jaws’ final prospectus relating to its initial public offering, dated May 13, 2020, and other filings with the SEC. There may be additional risks that Jaws presently does not know or that Jaws currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Jaws’ expectations, plans or forecasts of future events and views as of the date of this communication. Jaws anticipates that subsequent events and developments will cause Jaws’ assessments to change. However, while Jaws may elect to update these forward-looking statements at some point in the future, Jaws specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Jaws’ assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

This press release contains certain financial forecast information of Cano Health. Such financial forecast information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this press release, and the inclusion of such information in this press release should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved.

Contacts:

Investor Relations

Cano Health

Bob East, Asher Dewhurst, Jordan Kohnstam

Westwicke, an ICR company

CanoHealthIR@westwicke.com

(443) 213-0500

Media Relations

Cano Health

Sean Leous

Westwicke, an ICR company

CanoHealthPR@westwicke.com

(646) 866-4012

Jaws Acquisition Corp.

Tom Johnson / Dan Scorpio

Abernathy MacGregor

tbj@abmac.com / dps@abmac.com

(212) 371-5999

EX-99.2

Exhibit 99.2

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” November 2020

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Disclaimer 1 This presentation (“Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Jaws Acquisition Corporation (“Jaws”) and Cano Health, LLC (“Cano” or the “Company”) . The information contained herein does not purport to be all - inclusive and none of Jaws, the Company or Credit Suisse Securities (USA) LLC nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation . You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision . The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation (including, without limitation, Credit Suisse Securities (USA) LLC or any of its respective affiliates or control persons, officers, directors and employees) in making its investment or decision to invest in the Company . None of Jaws, the Company or Credit Suisse Securities (USA) LLC, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of Jaws or the Company . Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company’s own internal estimates and research . In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions . Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source . This meeting and any information communicated at this meeting are strictly confidential and should not be discussed outside your organization . The financial information and data contained in this Presentation is either audited in accordance with private company auditing standards or is unaudited and, in each case, does not conform to Regulation S - X or Public Company Accounting Oversight Board ("PCAOB") standards . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement/prospectus to be filed with the SEC . In particular, this Presentation includes estimates of certain financial metrics of Cano had they been prepared in accordance with PCAOB standards and are based on Cano's historical financials that have been prepared in accordance with private company auditing standards . Cano's actual financial metrics when prepared and audited in accordance with PCAOB standards may differ from the financial metrics included in this Presentation, including with respect to revenue recognition and amortization of goodwill . Some of the financial information and data contained in this Presentation, such as EBITDA and Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) . Jaws and Cano believe these non - GAAP measures of financial results provide useful information regarding certain financial and business trends relating to Cano's financial condition and results of operations . Cano's management uses these non - GAAP measures to compare Cano's performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes . Jaws and Cano believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Cano's financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . Jaws and Cano do not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Cano's financial statements . In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures . In order to compensate for these limitations, management presents non - GAAP financial measures in connection with GAAP results . You should review Cano's audited financial statements, which will be presented in the preliminary proxy statement/prospectus to be filed with the SEC, and not rely on any single financial measure to evaluate Cano's business . Forward - Looking Statements . Certain statements in this Presentation may be considered forward - looking statements . Forward - looking statements generally relate to future events or Jaws’ or the Company’s future financial or operating performance . For example, statements concerning the following include forward - looking statements : the growth of the Company’s business and its ability to realize expected results, including with respect to patient membership, revenue and earnings ; the viability of its growth strategy, including with respect to entry into new markets, consummation of acquisitions and direct contracting opportunities ; trends and developments in the healthcare industry, including with respect to U . S . healthcare laws and regulations, health plans and payers and the Company’s relationships with such plans and payers ; the impact of the COVID - 19 pandemic ; the advantages and potential of its health management platform and tools ; its visibility into future financial performance ; its total addressable market ; and the timing, structure and use of proceeds of the Business Combination . In some cases, you can identify forward - looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology . Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by Jaws and its management, and the Company and its management, as the case may be, are inherently uncertain . New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties . Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Jaws’ final prospectus relating to its initial public offering, dated May 13 , 2020 , and other filings with the Securities and Exchange Commission (SEC), as well as factors associated with companies, such as the Company, that are engaged in the healthcare industry, including the impact of the COVID - 19 pandemic ; competition in the healthcare industry ; inability to recruit or retain a sufficient number of patients or physicians and other employees ; changes to federal and state healthcare laws and regulations ; changes to reimbursement rates ; overall business and economic conditions affecting the healthcare industry, including conditions pertaining to health plans and payers ; failure to develop new technology and products ; and security breaches, loss of data or other disruptions . Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein . Neither Jaws nor the Company undertakes any duty to update these forward - looking statements . This Presentation contains certain financial forecast information of Cano . Such financial forecast information constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties . See "Forward - Looking Statements" above . Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved .

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Disclaimer (Cont’d) 2 This Presentation also includes certain projections of non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . Additional Information . In connection with the proposed Business Combination, Jaws intends to file with the SEC a registration statement on Form S - 4 containing a preliminary proxy statement/prospectus of Jaws, and after the registration statement is declared effective, Jaws will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders . This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination . Jaws’ shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, Jaws and the Business Combination . When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Jaws as of a record date to be established for voting on the proposed Business Combination . Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www . sec . gov, or by directing a request to : Jaws Acquisition Corporation, 1601 Washington Avenue, Suite 800 , Miami Beach, Florida, 33139 . Participants in the Solicitation . Jaws, the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Jaws’ shareholders with respect to the proposed Business Combination . A list of the names of Jaws’ directors and executive officers and a description of their interests in Jaws is contained in Jaws’ final prospectus relating to its initial public offering, dated May 13 , 2020 , which was filed with the SEC and is available free of charge at the SEC’s web site at www . sec . gov, or by directing a request to Jaws Acquisition Corporation, 1601 Washington Avenue, Suite 800 , Miami Beach, Florida, 33139 . Additional information regarding the interests of the participants in the solicitation of proxies from Jaws’ shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available . No Offer or Solicitation . This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , as amended, and otherwise in accordance with applicable law . Jaws Acquisition Corp . has retained KPMG among other third - party advisors, to conduct a quality of earnings analysis and perform due diligence on internal controls, IT, IPO readiness and tax . Additionally, Kirkland & Ellis have been retained for legal due diligence . Both of these work - streams are ongoing .

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Today’s Presenters 3 Founder and Chairman Jaws Acquisition Corp . Barry Sternlicht Founder and Chief Executive Officer Cano Health Dr. Marlow Hernandez Founder and Chief Executive Officer Jaws Acquisition Corp. Joseph Dowling

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Jaws Investment Thesis 4 Source: CMS , Kaiser Family Foundation, L.E.K. 1. Based on HCPLAN projections as of 2020 Cano's Mission: Provide high quality healthcare to underserved seniors • Strongly resonates with Jaws founders Large and Growing Market: $ 270 billion Medicare Advantage market growing 14% annually • Shift to value - based Medicare Advantage 30 %+ potential annual growth in segment (1) Exceptional Management: Highly experienced, proven team led by Dr. Marlow Hernandez Proprietary population health platform combines • Clinical excellence: Lower mortality, fewer hospital stays and ER visits • Operational excellence: Track record of successful de novo growth and smooth acquisition integration Superior high growth and scalable business model accelerated by Humana relationship Going public will further accelerate growth and capture first - mover advantage for value - based care in new geographies

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Enterprise Value $4.4 billion $13.3 billion $4.5 billion Value - Based Payment Model x x Operating Model Flexible (Clinic/MSO) Clinic Only Clinic Only Growth Strategy De Novo, Acquisition & MSO De Novo De Novo Markets 14 16 12 Owned Medical Centers 71 67 96 Members (1) 102,747 89,500 475,000 2021E Gross Revenue $1,453 million $1,196 million (2) $435 million (2) ‘17 - ’20E Revenue CAGR 84% 66% (2) 24% (2) MA Clinic Medical Loss Ratio 61% (3) 72% (4) N/A Total Medical Loss Ratio 69% (5) 72% (4) N/A 2021E EBITDA $83 million ($88 million) (2) ($23 million) (2) Cano Health is Differentiated vs. Primary Care Peers 5 Source: Company Websites, Company Filings, FactSet as of 11/9/2020 1. Based on 9/30/20 membership for Cano and Oak Street and 6/30/20 membership for One Medical 2. Based on Wall Street research consensus from FactSet as of 11/9/2020 3. Represents Cano’s ratio of third - party medical expenses to capitated revenue during 1H 2020 for Medicare Advantage members at Ca no’s owned medical centers (comparable to Oak Street) 4. Represents Oak Street’s ratio of medical claims expenses to capitated revenue for the 9/30/20 LTM period 5. Ratio of third - party medical expenses to total capitated Clinic and MSO revenue during 1H 2020. Excludes FFS, pharmacy and other reven ue with no associated third - party medical expenses. Cano's total third - party medical expenses include payments to its affiliated primary care physicians (MSO), overstating the MLR relative to Oak Street (n o MSO )

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5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Founder - Led, Experienced Leadership Team 7 Dr. Marlow Hernandez Founder , CEO Steven Haft Chief Financial Officer Dr. Richard Aguilar Chief Clinical Officer Pedro Cordero SVP, Finance & Population Health Dr. John McGoohan Chief Strategy Officer Barbara Ferreiro Chief Marketing Officer Gina Portilla President, Cano Medical Centers David Armstrong General Counsel and Chief Compliance Officer Bob Camerlinck President, Healthy Partners Medical Centers and MSO Jennifer Fernandez Chief People Officer Dr. Merlin Osorio VP, Care Management Greidys Maleta President Coding, Billing & Credentialing Comfort Health Summit Health Plans Complete Medical Billing Services

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” The Cano Health Value - Based Care Delivery Platform 8 1. Based on 2017A – LTM 6/30/20 gross revenue CAGR 2. Based on Humana and CarePlus HEDIS reports 3. Based on Cano Health’s 302 ER visits per thousand patients for June YTD 2020 as compared to the Medicare benchmark of 1,091 4. Based on membership weighted average score for YTD July 2020 $1.5bn 2021E G ross revenue $83mm 2021E Adj. EBITDA 70 Net Promoter Score (4) # 1 Quality ranking from multiple Medicare & Medicaid Plans (2) 73% Historical revenue CAGR (1) 72% R eduction in emergency room visits (3) Primary care-centric, technology - powered healthcare delivery and population health platform Providing value - based care for ~ 103,000 members across 14 markets through a network of 564 physicians Focus on Medicare Advantage beneficiaries where we can make the greatest impact Utilizing CanoPanorama technology platform to drive superior clinical results at lower costs #1 Fastest Growing Healthcare Company in America in 2019 # 6 Fastest Growing Healthcare Company in America in 2020

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Highly Scalable Geographic Footprint 9 Rapidly expanding across multiple markets 1.6 million annual patient encounters (1) ~103,000 members Current and n ear - term markets Future expansion Current markets Near - term markets 2017 2018 2019 9/30/2020 2023E Markets 2 3 7 14 40+ Medical centers (3) 9 19 35 71 ~225 Members (4) 13,685 25,010 41,518 102,747 ~300,000 1. Run - rate encounters based on last 3 months and projections for the next 9 months 2. Based on Medicare Advantage market share in Cano’s Florida markets as of June 2020 3. Refers to owned medical centers 4. Membership as of period end Focus on underserved and dual - eligible markets ~6% penetration in existing markets (2)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Significant Challenges Facing the Healthcare System Today 10 Poor primary care access and experience Lack of longitudinal engagement and care coordination for patients Data not used to effectively drive decision - making ~$850 billion wasted healthcare spending annually Physicians not properly incentivized (fee - for - service vs. value - based care) 63% of referring physicians are dissatisfied with the referral process 70% of specialists rate background information from referrals as fair or poor Preventative health services used at ~55% of the recommended rate 18 million avoidable visits to US emergency rooms US OECD Avg. ~6% 14% (% spending on Primary Care) Source: 2019 Patient - Centered Primary Care Collaborative Report, 2019 UnitedHealth Study “The High Cost of Avoidable Hospital Emergency Depar tment Visits”, New England Journal of Medicine Report “The Quality of Health Care Delivered to Adults in the United States”, Tanielian, T L et al. “Assessing the Communication Interface Between Psychiatry an d P rimary care”, Gandhi, T K et al. “Communication Breakdown in the Outpatient Referral Process ”, British Medical Journal 28% Americans with 2+ chronic conditions (vs. 18% OECD average) Industry Challenges Key Statistics

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Primary Care is Uniquely Positioned to Address These Issues 11 Primary Care Directly Influences Over $2 Trillion of Downstream Healthcare Spend Hospital Admissions Specialist Visits Home Care Surgical Procedures Pharma Ancillary Services x PCPs sit at the top of the funnel x Average PCP treats $500k of spend, but influences $10 million of spend (1) However, most PCPs do NOT: • Invest in preventative medicine to proactively manage risk • Apply population health strategies to influence downstream care • Actively participate in care coordination Primary Care Physicians (“PCPs”) 1. Mostashari , F., Sanghavi, D., McClellan, M. (2014). Health Reform and Physician - Led Accountable Care. JAMA. 2014;311(18): 1855 – 1856. Based on a primary care physician who has ~2,000 patients, each of whom annually accounts for $5,000 in health care spending

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Cano Health Addresses the Fastest Growing Market in Healthcare 12 $270 $590 $530 $660 ~$ 800 ~$ 1,250 2019 2025 +8% Overall CAGR Medicare Advantage (MA) Traditional Medicare 10,000 seniors aging into Medicare every day MA penetration projected to grow from 36% in 2020 to 50% in 2025 MA offers superior member benefits at lower overall costs MA has political support on both sides of the aisle +14% MA CAGR Source: CMS, Kaiser Family Foundation, LEK, US Census Medicare TAM projected to grow by $1+ billion each week Medicare Spending ($ billions)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” ~30 % ~70 % Rapid Shift to Value - Based Care in Medicare Advantage Traditional Payment Models Cano is Accelerating the Shift to Value - Based Care MA value - based MA n on - value based Source: Kaiser Family Foundation, HCPLAN 13 Significant opportunity to increase value - based care penetration 2020 Medicare Advantage Enrollees x Aligns incentives of providers, payers and patients x Drives better care and superior patient experiences x Providers achieve profitability by improving member health • Providers paid based on the amount of healthcare services they deliver • Incentivizes volume rather than quality • Less focus on preventive care and care coordination • More expensive for payers and patients 24.1 million

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Our Vision is to b e America’s Primary Care for Seniors 14 Cano Health Quadruple Goal 1. Based on Humana and CarePlus HEDIS reports 2. Based on Cano Health’s 302 ER visits per thousand patients for June YTD 2020 as compared to the Medicare benchmark of 1,091 3. Based on membership weighted average score for YTD July 2020 4. Based on 1H 2020, with growth calculated as compared to 6/30/19 Form Lifelong Bonds with Members 62% Organic net member growth (4) Provide Patients with a Superior Experience 70 Net Promoter Score (3) Deliver High - Quality Care #1 Quality ranking from multiple Medicare and Medicaid plans (1) Reduce Costs through Proactive Engagement and Care Management 72% Reduction in emergency room visits (2)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Providers State - of - the - art medical centers, same or next day appointments and integrated virtual care Focus on care coordination and social determinants of health to provide personalized care Improved health outcomes and patient experience at no additional cost Proven track record of high quality ratings increases premiums paid to health plans Vital component of primary care delivery driving membership growth Globally capitated and highly professionalized value - based provider group operating at scale CanoPanorama synthesizes actionable insight at the point of care Multi - disciplinary team available to support physicians so they can focus on treating patients Compensation aligned with patient outcomes Cano Health Delivers Value to Patients , Providers and Payers Patients Payers 15

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 16 : Expands Access to Actionable Information Patient Primary Care Provider Medical Records Specialists Pharmacy Behavioral Health Skilled Nurse Provider Hospital (Inpatient / Outpatient) Long - term Services & Support 360 ƒ view enables better decisions and fewer gaps in care

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 17 : Enables Highly Personalized Member Experience Patient Cano Employee Physician Medical Center Services Disease Management Personalized Care Plan Wellness Programs Cano Life Complex Care Management Cano - At - Home Ancillary Care 24/7 Urgency Line Provider Support Rx Drug Delivery Member Engagement Transportation Population Health Platform

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” : Proprietary Technology for Value - Based Care Near real - time data provisioning across the platform Data warehouses afford high degree of visibility into patient cohorts Dynamic risk stratification using third party and historical encounter data Data Ingestion, Aggregation and Analytics Decision Support & Cohort Management Care Coordination Sophisticated algorithms trigger actions across all clinical functions End - to - end coordination across all patient touch points Comprehensive electronic auditing and quality control mechanisms Targeted clinical recommendations based on clinician input and ascribed statistical models Robust suite of proprietary templates, workflows, and alert mechanisms Track provider performance and adherence to standards 18

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Medicare National Avg. Cano Medicare National Avg. Cano Medicare National Avg. Cano 19 Delivering Superior Results for Patients Source: CMS; Avalere Health Medicare Advantage vs. Fee - for - Service Medicare population; Journal of Health Care Organization report 1. Based on Cano Health’s 1.75% mortality rate for patients in clinic model for June YTD 2020 as compared to the Medicare FFS benchmark of 4.3 % 2. Based on Cano Health’s 145 hospital admissions per thousand patients for June YTD 2020 as compared to the Medicare benchmark of 370 3. Based on Cano Health’s 302 ER visits per thousand patients for June YTD 2020 as compared to the Medicare benchmark of 1,091 4. National average HEDIS score is 4.06 out of 5.00 Mortality Rate (1) Hospital Admits /1000 (2) ER Visits / 1000 (3) 4.3 0% 1.75 % 370 145 1,091 302 4.7 out of 5.0 HEDIS Quality Score (4)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Cano Health is a Preferred Partner of Multiple Health Plans 20 Cano Health is a top provider by quality for Humana, United and Anthem

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Humana Partnership 21 Humana Supporting Growth in New Markets Las Vegas San Antonio El Paso Corpus Christi Fresno Los Angeles ~55,700 Current Humana members served by Cano 14% Better than 5 - star NCQA benchmark in controlling high blood pressure 27% Better than 5 - star NCQA benchmark in Diabetes Treatment Represents $100+ million Potential commitment to Cano growth from 2020 through 2024 Roadmap to 50 (1) Humana - funded centers by 2024 Cano is Humana’s largest and highest quality primary care provider in its largest MA state, Florida Source: CarePlus (Humana) report from 2019 1. The first 15 centers are committed, with 35 additional intended; timing and exact locations to be determined jointly by Humana an d C ano

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 22 Resilient Business Model Throughout COVID - 19 Recurring contracted revenue model expected to be resilient through pandemics and highly predictable through all economic cycles Cano remained open for patients throughout the pandemic Cano leveraged its telehealth capabilities, Cano - at - Home program, 24/7 urgency line and pharmacy home delivery Highly adaptable CanoPanorama creates competitive advantage Cano has continued to outperform, maintaining high NPS levels and patient encounters 1. Based on data from March 23, 2020 to July 31, 2020 2. Based on weekly average from April 13, 2020 to April 17, 2020 3. Based on study conducted by Cano comparing its managed care patients with an age and gender matched mirror group from April 1 , 2 020 to May 31, 2020 +150,000 Completed using CanoPanorama (~ 1,500/day) 95% Televisits as a % of Total PCP Visits during peak Increased Engagement Via Televisits 60% Lower For Cano’s managed care patients compared to Florida’s population matched with respect to age / gender COVID - 19 Mortality Rate 5% Beat (+$2 million) Versus Adjusted EBITDA budget for February to August period Exceptional Financial Performance (1) (2) (3)

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5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Multi - Pronged Strategy to Drive Growth and Create Value 24 Enter New Markets 12 new markets since 2017 Flexible center vs. MSO growth model Cano - funded and payer - funded growth Execute on Acquisitions Successful acquisition and integration track record Pipeline of over 100 targets Drive Organic Growth Consistent 40%+ organic growth ~50% current center capacity (1) 15 - 20+ de novos annually Roll Out Direct Contracting Opportunity Approved as a Direct Contracting Entity (“DCE”) by CMS, beginning April 1, 2021 Shifts traditional Medicare patients to value - based care Triples Cano’s addressable market 1. Based on South Florida center capacity

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 13,009 19,534 34,755 45,656 676 5,476 6,763 54,873 13,685 25,010 41,518 100,529 12/17 12/18 12/19 6/20 25 Proven Track Record of Organic Growth Organic Growth: 43% 39% 62% (1) Total Growth: 83% 66% 256% (1) 1. Calculated as compared to 6/30/19, factoring in acquired members in CY 2019 2. Membership as of period end Acquisition Organic Consistent 40%+ organic growth supplemented by highly accretive acquisition strategy Membership Growth (2)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 26 Tailored Market Entry Strategy Flexible Center Design Adjust to local market needs Range from 7,000 to 20,000 square feet Includes ancillary services Member Engagement Targeted multi - channel marketing Community outreach Mobile C linics expand reach Multi - pronged approach to buy, build or manage in new markets Identify Right Location MA population density Underserved demographics Leverage payer relationships Highly visible and accessible locations Brand development pre - entry San Antonio dual eligible heat map

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Highly Flexible Business Model 27 Clinic Model Managed Service Organization Model Physicians 167 providers in 71 centers 472 physicians in 442 centers Revenue Model Per member per month capitated payment Savings from reduced medical expenses and improved outcomes fully attribute to Cano Per member per month administrative fee paid to Cano Cano partially participates in savings from improved outcomes Cost of Growth ~$0.6 - $1.5 million per clinic Minimal Adj. EBITDA Mix (1) 82% 18% Commentary Value - based care Best opportunity to drive outcomes Full - service medical centers Capital efficient Adds scale and influence with payers Embedded acquisition pipeline Cano is supplementing its growth with a capital efficient MSO strategy 1. Represents Adj. EBITDA before corporate overhead from June through August 2020

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” History of Successful Acquisitions with Deep Pipeline 28 Market Florida South Florida Date 06/01/2020 09/01/2019 Key Highlights One of Florida’s largest independent primary care providers Fully integrated in 3 months 25% annualized member growth in first 3 months post - close Cano expanding ancillary services to further improve profitability and growth 4 medical and wellness centers and one pharmacy with ~4,900 members Fully integrated in 4 months 40% EBITDA growth 1 year post - close, driven in large part by reducing MLR Successful acquisition and integration track record Pipeline of over 100 targets Highly fragmented industry Track Record of Accelerating Growth and Realizing Synergies Post - acquisition

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Direct Contracting Meaningfully Expands Our Addressable Market 29 34% 66% Medicare Advantage Original Medicare $800 Billion Direct Contracting Triples Addressable Market Now April Value - based care contracting only available through Medicare Advantage Original Medicare (64% of Medicare eligibles) predominantly a fee - for - service payment model ~7,000 lives already contracted, expecting to grow to 15,000+ by end of April 2021 (1) CMS offering MA - like value - based contracting to Original Medicare members for first time Triples addressable market opportunity for Cano Opportunity to leverage technology - empowered care model across all Medicare eligibles in economic structure similar to Medicare Advantage Cano Health is one of a select number of provider groups chosen by CMS to be a DCE 1. Contracted members not included in current membership count of 102,747 as of September 30, 2020

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5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 13,685 25,010 41,518 68,963 31,566 13,685 25,010 41,518 100,529 12/31/17 12/31/18 12/31/19 6/30/20 Healthy Partners (acquired 6/1/2020) Cano Health’s Growth Has Been Explosive Membership (1) 31 Note: Cano financial information shown above is unaudited, does not conform to Regulation S - X or PCAOB standards and includes estimates of certain financial metrics adjusted to reflect PCAOB standards, and such information may not be included , may be adjusted or may be presented differently in filings made with the SEC 1. Membership as of period end 122% CAGR $130 $235 $365 $513 2017 2018 2019 LTM 6/30/20 $12 $15 $25 $43 2017 2018 2019 LTM 6/30/20 Gross Revenue Adj . EBITDA 66% CAGR ($ in millions) ($ in millions) 73% CAGR 91% CAGR

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 109,216 159,508 232,646 299,346 2020E 2021E 2022E 2023E Cano Health Poised To Continue Growth Momentum ($ in millions) Projected Membership (1) 32 1. Membership as of period end $812 $1,453 $2,227 $3,079 2020E 2021E 2022E 2023E 56% CAGR 40% CAGR Projected Gross Revenue

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” $133 $165 $78 $265 $812 $945 $1,453 2020E (+) Full-Year Impact of 2020 Acquisitions 2020PF (+) Growth in Existing Centers (+) De Novo Ramp (+) 2021E Acquisitions 2021E Strong Visibility into 2020 and 2021 Financials ($ in millions) 33 Cano’s subscription model and contracted growth initiatives provide significant visibility and confidence in near - term trajectory 1. Includes pro forma impact of all 2020 acquisitions 2. Includes revenue growth from 2020 and 2021 de novos (1) 2020E – 2021E Gross Revenue Bridge (2)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Financial Summary 34 Note: Cano financial information shown above is unaudited, does not conform to Regulation S - X or PCAOB standards and includes es timates of certain financial metrics adjusted to reflect PCAOB standards , and such information may not be included, may be adjusted or may be presented differently in filings made with the SEC 1. Membership as of period end 2. Operating expenses adjusted to exclude the impact from non - recurring expenses (fees paid to prior owner , deferred purchase price expenses, transaction related expenses, pre - opening de novo losses) and non - cash stock - based compensation expense LTM CAGR ($ in millions, members in thousands) 2017 2018 20196/30/2020 2020E 2021E 2022E 2023E Total members (1) 14 25 42 101 109 160 233 299 Gross revenue $130 $235 $365 $513 $812 $1,453 $2,227 $3,079 YoY (%) 81% 55% 78% 122% 79% 53% 38% Third party medical expenses 79 158 241 330 550 1,028 1,617 2,250 Operating expenses (2) 39 62 100 140 198 342 491 657 Adjusted EBITDA $12 $15 $25 $43 $64 $83 $119 $172 YoY (%) 28% 59% 139% 161% 31% 43% 44%

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” 100% 24% (61%) (11%) (2%) (2%) Capitated gross revenue Third-party Medical Expenses Center expenses Sales & Marketing Corporate expenses Adjusted EBITDA Highly Attractive Mature MA Clinic Unit Economics 35 Note: Analysis is intended to be illustrative for Medicare Advantage medical center membership at matu re clinics (defined as 85% capacity utilization). Excludes contribution from MSO business and Medicaid members. Also excludes FFS , pharmacy and other revenues where there are no third - party medical expenses (As % of gross revenue)

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Conclusion 36 Large Medicare Advantage market growing 14%+ per year, with faster growth in value - based segment High quality healthcare for underserved seniors V alue - based care model rewards quality and elimination of unnecessary spending Enabled by CanoPanorama, a unique population health management platform Exceptional management team with strong clinical and operational expertise Longer term Medicare DCE opportunity

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5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Transaction Overview 38 Cano Health (“Cano”), a nationally - recognized and leading value - based care delivery platform, expects to enter into a definitive agreement to merge with Jaws Acquisition Corp. (“Jaws”) Implied post - money enterprise value of $4.4 billion Transaction to be funded through a combination of Jaws’ $690 million of cash in trust and $800 million of committed PIPE financing Net proceeds used to pay down debt, fund cash to balance sheet for growth initiatives, cash consideration to selling shareholders and for general corporate purposes Current shareholders of Cano expected to maintain 65% pro forma ownership Closing expected end of Q1 / early Q2 2021

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Pro Forma Capitalization and Ownership 39 1. Total pro forma shares outstanding include 303.2 million rollover equity shares, 69.0 million for Jaws public investors, 80.0 mi llion shares from PIPE, and 17.3 million SPAC sponsor shares. Assumes no redemptions, no management awards. and does not include impact of dilution from 23.0 million public warrants and 1 0.5 million private warrants Estimated Transaction Sources & Uses (1) Post - Money Valuation at Close Illustrative Post - Transaction Ownership (1) ($ in millions) ($ in millions) 65% 15% 17% 4% Existing Cano shareholders Jaws shareholders PIPE Jaws sponsor PF Transaction Cano Health Illustrative Share Price $10.00 PF Shares Outstanding (1) 469.5 Total Equity Value $4,695 (+) Debt at Close $279 ( – ) Cash at Close (535) PF Enterprise Value $4,439 PF EV / 21E Revenue ($1,453) 3.1x PF EV / 23E Revenue ($3,079) 1.4x Sources Cash from Jaws Acquisition Corp. $690 Cash from PIPE (incl. $50M from Jaws sponsor) 800 Total cash sources $1,490 Uses Cash to existing shareholders $465 Cash to balance sheet 535 Cash to repay existing debt 400 Estimated transaction expenses 90 Total cash uses $1,490

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Enterprise Value $4.4 billion $13.3 billion $4.5 billion Value - Based Payment Model x x Operating Model Flexible (Clinic/MSO) Clinic Only Clinic Only Growth Strategy De Novo, Acquisition & MSO De Novo De Novo Markets 14 16 12 Owned Medical Centers 71 67 96 Members (1) 102,747 89,500 475,000 2021E Gross Revenue $1,453 million $1,196 million (2) $435 million (2) ‘17 - ’20E Revenue CAGR 84% 66% (2) 24% (2) MA Clinic Medical Loss Ratio 61% (3) 72% (4) N/A Total Medical Loss Ratio 69% (5) 72% (4) N/A 2021E EBITDA $83 million ($88 million) (2) ($23 million) (2) Cano Health is Differentiated vs. Primary Care Peers 40 Source: Company Websites, Company Filings, FactSet as of 11/9/2020 1. Based on 9/30/20 membership for Cano and Oak Street and 6/30/20 membership for One Medical 2. Based on Wall Street research consensus from FactSet as of 11/9/2020 3. Represents Cano’s ratio of third - party medical expenses to capitated revenue during 1H 2020 for Medicare Advantage members at Ca no’s owned medical centers (comparable to Oak Street) 4. Represents Oak Street’s ratio of medical claims expenses to capitated revenue for the 9/30/20 LTM period 5. Ratio of third - party medical expenses to total capitated Clinic and MSO revenue during 1H 2020. Excludes FFS, pharmacy and other reven ue with no associated third - party medical expenses. Cano's total third - party medical expenses include payments to its affiliated primary care physicians (MSO), overstating the MLR relative to Oak Street (n o MSO )

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5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Business Mix Provides Both Diversity and Stability 42 71% 19% 10% Medicare Medicaid ACA Business Mix by Funding Source 54% 10% 15% 5% 15% Humana FL Blue ACA Anthem United Other Business Mix by Payer 102,747 members 102,747 members Note: Based on membership excluding fee for service patients as of September 30, 2020

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” Adjusted EBITDA Reconciliation 43 A B C D E F a) Represents transaction fees paid to current majority owner under current management agreements, which will be terminated upon going public b) Represents non - cash compensation charges c) Includes one - time legal fees, IT expenses, severance, and various other non - recurring items d) Represents accruals and change in fair value for deferred purchase considerations to be paid to prior owners of acquired businesses e) Represents legal and professional fees related to historical acquisitions and debt financings f) Represents de novo losses incurred prior to opening g) Represents pre - acquisition EBITDA from completed acquisitions, in the year that businesses were acquired A B C E F D G G Note: Cano financial information shown above is unaudited, does not conform to Regulation S - X or PCAOB standards and includes es timates of certain financial metrics adjusted to reflect PCAOB standards, and such information may not be included, may be adjusted or may be presented differently in filings made with the SEC LTM ($ in millions) 2017 2018 20196/30/2020 Net Income $0.3 ($5.1) ($32.9) ($48.6) Depreciation & amortization 5.5 9.5 17.1 24.0 Interest expense 2.6 5.1 9.9 15.2 Taxes 0.0 0.0 0.0 0.0 Fees paid to current owner 1.1 0.8 3.9 9.1 Stock-based compensation 0.0 0.3 0.1 0.1 Non-recurring expenses 0.0 0.6 1.8 3.4 Deferred purchase price expense 0.0 0.6 14.8 15.6 One-time transaction expenses 2.1 2.7 6.9 22.7 De novo pre-opening losses 0.0 0.9 2.9 1.7 Adjusted EBITDA $11.6 $15.5 $24.5 $43.1 Acquired EBITDA (PF in year of acquisition) 0.0 0.0 12.3 36.0 Pro Forma Adjusted EBITDA $11.6 $15.5 $36.8 $79.1

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” ▪ Established in 1966, Medicare is the federally funded healthcare insurance program that covers seniors aged 65 and older, as well as certain disabled persons (“Medicare Beneficiaries”) − On average, Medicare covers over half (~60%) of an enrollee's health costs; enrollees must then cover the remaining approved charges either with supplemental insurance or out - of - pocket − Out - of - pocket costs vary depending on the amount of care an enrollee needs and may include uncovered services such as long - term, dental, hearing and vision care ▪ Medicare's program is divided into several parts that pay separately for institutional, professional and pharmacy services − Part A: Covers inpatient care in hospitals, skilled nursing facility, hospice and home health − Part B: Covers medically necessary physician services to diagnose / treat medical conditions − Part C: Refers to Medicare Advantage (“MA”) plans − Part D: Prescription drugs (available through private plans) ▪ Since the 1970s, Medicare Beneficiaries have had the option to receive their Medicare benefits through private health plans as an alternative to “Original Medicare” Parts A and B (traditional fee - for - services) ▪ Benefits received under MA must be at least equivalent to traditional Medicare Fee for Services (“FFS”) ▪ Medicare eligible members choose their MA plans during defined windows − Annual Enrollment Period (“AEP”) is an 8 week period from October 15th through December 7th where consumers can sign up for MA plans − Open Enrollment Period (“OEP”) is a six month period from the beginning of a consumer's Medicare eligibility Medicare Advantage: The Basics 44

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” ▪ Capitation : A method of paying for health care services under which providers receive a set payment for each person or “covered life” instead of receiving payment based on the number of services provided or the costs of the services rendered ▪ Direct Contracting Entity : A legal entity chosen by CMS to participate in Direct Contracting , a new CMS program offering Medicare Advantage - like value - based contracting to Original Medicare members ▪ Dual Eligible : A Medicare beneficiary that also qualifies (due to low - income status) for Medicaid coverage ▪ Fee - For - Service : A traditional method of paying for medical services under which providers are paid for each service separately ▪ HEDIS (Healthcare Effectiveness Data and Information Set) : A tool used by health plans to measure performance on important dimensions of care and service ▪ HMO (Health Maintenance Organization) : A managed care policy where covered members are required to use only the providers in the network and there is significantly higher cost share if members use providers outside of the network. Members are also assigned primary care physicians (PCP) who coordinates the members’ overall care and issues referrals for specialized care that they do not provide ▪ IBNR (Incurred But Not Reported) : Estimates of future medical claims that have been incurred by the patient but for which the provider has not yet billed ▪ IPA (Independent Practice Association) : An association of independent physicians that contracts with independent physicians, and provides services to managed care organizations Glossary of Key Terms 45

5.00 4.00 3.08 4.35 5.0 Text box margins 4 x 0.05” ▪ MLR (Medical Loss Ratio) : Ratio of the proportion of gross revenues spent on medical care for patients ▪ MRA ( Medicare Risk Adjustment) : Payment methodology used by CMS to adjust health plan payments based on the enrollee health status and demographic characteristics ▪ MSO (Managed Service Organization) : An organization owned by a group of physicians, a physician hospital joint venture, or investors in conjunction with physicians that provide practice management and administrative support services to individual physicians and group practices ▪ Panel : Number of unique patients for which a provider is responsible ▪ PMPM (Per Member Per Month) : Dollar amount paid to a provider each month for each person for whom the provider is responsible for providing services ▪ Risk Score : Used by CMS to adjust payments and bids based on the health status and demographic characteristics of an enrollee ▪ Star Ratings : A payment reform program for which health care services organizations receive a performance rating. Currently, only the Medicare Advantage program’s rates are adjusted for Stars performance, the other sectors with stars ratings are meant more as a way for a consumer to judge provider quality ▪ Value - Based Care: As defined by CMS, value - based care is paying for health care services in a manner that directly links performance on cost, quality and the patient's experience of care Glossary of Key Terms (cont’d) 46

EX-99.3

Exhibit 99.3

This supplement (“Supplement”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Jaws Acquisition Corporation (“Jaws”) and Cano Health, LLC (“Cano” or the “Company”). The information contained herein does not purport to be all-inclusive and none of Jaws, the Company or Credit Suisse Securities (USA) LLC nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Supplement. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Supplement, you confirm that you are not relying upon the information contained herein to make any decision. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation (including, without limitation, Credit Suisse Securities (USA) LLC or any of its respective affiliates or control persons, officers, directors and employees) in making its investment or decision to invest in the Company. None of Jaws, the Company or Credit Suisse Securities (USA) LLC, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of Jaws or the Company.

The financial information and data contained in this Supplement is either audited in accordance with private company auditing standards or is unaudited and, in each case, does not conform to Regulation S-X or Public Company Accounting Oversight Board ("PCAOB") standards. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement/prospectus to be filed with the SEC. In particular, this Supplement includes estimates of certain financial metrics of Cano had they been prepared in accordance with PCAOB standards and are based on Cano's historical financials that have been prepared in accordance with private company auditing standards. Cano's actual financial metrics when prepared and audited in accordance with PCAOB standards may differ from the financial metrics included in this Supplement, including with respect to revenue recognition and amortization of goodwill.

Some of the financial information and data contained in this Supplement, such as EBITDA and Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Jaws and Cano believe these non-GAAP measures of financial results provide useful information regarding certain financial and business trends relating to Cano's financial condition and results of operations. Cano's management uses these non-GAAP measures to compare Cano's performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes. Jaws and Cano believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Cano's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Jaws and Cano do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Cano's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Cano's audited financial statements, which will be presented in the preliminary proxy statement/prospectus to be filed with the SEC, and not rely on any single financial measure to evaluate Cano's business.

Additional Information. In connection with the proposed Business Combination, Jaws intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of Jaws, and after the registration statement is declared effective, Jaws will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Supplement does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Jaws’ shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, Jaws and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Jaws as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Jaws Acquisition Corporation, 1601 Washington Avenue, Suite 800, Miami Beach, Florida, 33139.

Participants in the Solicitation. Jaws, the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Jaws’ shareholders with respect to the proposed Business Combination. A list of the names of Jaws’ directors and executive officers and a description of their interests in Jaws is contained in Jaws’ final prospectus relating to its initial public offering, dated May 13, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Jaws Acquisition Corporation, 1601 Washington Avenue, Suite 800, Miami Beach, Florida, 33139. Additional information regarding the interests of the participants in the solicitation of proxies from Jaws’ shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available.

No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Jaws Acquisition Corp. has retained KPMG among other third-party advisors, to conduct a quality of earnings analysis and perform due diligence on internal controls, IT, IPO readiness and tax. Additionally, Kirkland & Ellis have been retained for legal due diligence. Both of these work-streams are ongoing.

Cano Health, LLC

Consolidated Statements of Operations

		2017			2018		2019
Revenues
Managed care revenue	$	67,200,242		$	128,712,587		$	261,494,399	(1)
MSO revenue		48,539,211			93,334,682			83,038,629	(1)
Pharmacy revenues		7,915,149			9,395,003			12,897,397
Other revenues		6,193,999			3,671,922			7,585,152
Total Revenues		129,848,601			235,114,194			365,015,577
Operating Expenses
Third-party medical costs		79,226,666			158,016,730			241,089,046	(1)
Patient care and operating expenses		24,991,566			28,801,043			43,233,852
Selling, general and administrative expenses		13,985,024			34,559,813			59,353,628
Depreciation and amortization expense		5,529,199			9,540,993			17,111,072
Transaction costs		2,798,510			3,116,072			18,944,576
Fair value adjustment in contingent considerations - (Note 11)		-			586,058			7,597,620
Management fees		372,331			440,115			427,379
Total Operating Expenses		126,903,296			235,060,824			387,757,173
(Loss) Income from Operations	$	2,945,305		$	53,370		$	(22,741,596	)
Other (Expense) Income
Interest expense		(2,599,149	)		(5,361,269	)		(10,233,348	)
Interest income		-			219,218			318,574
Other expenses		-			-			(250,000	)
Total Other Expenses, Net		(2,599,149	)		(5,142,051	)		(10,164,774	)
Net Loss	$	346,156		$	(5,088,681	)	$	(32,906,370	)

(1) Historical audits adjusted to exclude health plan administrative fees from gross revenues and third-party medical costs

Note: Cano financial information shown above is unaudited, does not conform to Regulation S-X or PCAOB standards and includes estimates of certain financial metrics adjusted to reflect PCAOB standards, and such information may not be included, may be adjusted or may be presented differently in filings made with the SEC

	Adjusted EBITDA Reconciliation
	2017		2018			2019
Net Income	$	346	$	(5,089	)	$	(32,906	)
Depreciation & amortization		5,529		9,541			17,111
Interest expense		2,599		5,142			9,915
Taxes		-		-			-
Reported EBITDA		8,475		9,594			(5,881	)
Fees paid to current owner		1,051		818			3,888	(A)
Stock-based compensation		-		258			90	(B)
Non-recurring expenses		-		565			1,770	(C)
Deferred purchase price expense		-		602			14,842	(D)
One-time transaction expenses		2,120		2,723			6,930	(E)
De novo pre-opening losses		-		904			2,904	(F)
Adjusted EBITDA		11,645		15,464			24,544
Acquired EBITDA (PF in year of acquisition)		-		-			12,254	(G)
Pro Forma Adjusted EBITDA	$	11,645	$	15,464		$	36,798

(A) Represents transaction fees paid to current majority owner under current management agreements, which will be terminated upon going public

(B) Represents non-cash compensation charges

(C) Includes one-time legal fees, IT expenses, severance, and various other non-recurring items

(D) Represents accruals and change in fair value for deferred purchase considerations to be paid to prior owners of acquired businesses

(E) Represents legal and professional fees related to historical acquisitions and debt financings

(F) Represents de novo losses incurred prior to opening

(G) Represents pre-acquisition EBITDA from completed acquisitions, in the year that businesses were acquired

Cano Health, LLC

Consolidated Statement of Cash Flows

	2017			2018			2019
Cash flows from operating activities:
Net income	$	346,156		$	(5,088,681	)	$	(32,906,370	)
Reconciliation of net income to net cash used in operating activities:
Depreciation and amortization expense		489,917			1,107,284			2,999,382
Amortization of goodwill and intangible assets		5,039,282			8,433,709			14,111,690
Fair value adjustment to contingent consideration		-			586,058			7,597,620
Amortization of debt discount and debt issuance costs		226,544			342,222			516,618
Equity-based compensation		-			225,000			-
Profit interest units relating to equity-based compensations		-			32,565			90,500
Changes in operating assets and liabilities:
Accounts receivable, net		(8,248,612	)		(13,731,576	)		(25,145,962	)
Inventory		38,494			55,988			(373,437	)
Other assets		(1,691,912	)		(140,938	)		1,404,109
Prepaid expenses and other current assets		(152,896	)		(546,924	)		(1,236,462	)
Accounts payable and accrued expenses		2,761,369			1,888,164			7,909,143
Interest accrued due to seller		13,089			56,329			1,234,438
Deferred rent		123,688			867,156			956,140
Other liabilities		-			23,920			(16,847	)
Net cash used in operating activities	$	(1,054,881	)	$	(5,889,724	)	$	(22,859,438	)
Cash flows from investing activities:
Purchase of property and equipment	$	(2,297,998	)	$	(5,324,577	)	$	(9,213,738	)
Acquisitions of subsidiaries		(24,945,041	)		(16,690,856	)		(82,849,458	)
Holdback payment settlement		-			(737,767	)		(59,200	)
Increase (decrease) in due to sellers		(9,167,331	)		(2,526,078	)		8,817,728
Collections on due from escrow		-			4,975,000			-
Increase in due from seller		-			-			(83,473	)
Advances to related parties		-			(4,501,692	)		(3,547	)
Net cash used in investing activities	$	(36,410,370	)	$	(24,805,970	)	$	(83,391,688	)
Cash flows from financing activities:
Contributions from member	$	20,546,850		$	1,224,987		$	60,656,617
Distributions to member		-			(935,215	)		(1,165,213	)
Repurchase of shares from member		-			-			(99,990	)
Net proceeds from notes payable, net of debt discounts		19,104,042			29,078,750			73,421,176
Proceeds from revolving credit facility		600,000			12,200,000			18,050,000
Repayments of revolving credit facility		-			(12,800,000	)		(18,050,000	)
Repayments of equipment loans		-			(24,458	)		(174,143	)
Repayments of capital lease obligations		(106,210	)		(175,522	)		(597,895	)
Net cash provided by financing activities	$	40,144,682		$	28,568,542		$	132,040,552
Net increase (decrease) in cash and restricted cash		2,679,431			(2,127,152	)		25,789,426
Cash and restricted cash - beginning of year		2,850,286			5,529,717			3,402,565
Cash and restricted cash - end of year	$	5,529,717		$	3,402,565		$	29,191,991

Note: Cano financial information shown above does not conform to Regulation S-X or PCAOB standards, and such information may not be included, may be adjusted or may be presented differently in filings made with the SEC

Cano Health, LLC

Consolidated Balance Sheet

	2017		2018		2019
Assets:
Current assets:
Cash	$	5,529,717	$	3,402,565	$	29,191,991
Accounts receivable, net		8,907,266		24,337,501		49,804,463
Inventory		328,912		272,924		646,361
Prepaid expenses and other current assets		252,460		799,384		2,035,846
Due from seller		4,975,000		-		83,473
Total current assets		19,993,355		28,812,374		81,762,134
Property and equipment, net		3,829,912		8,849,121		19,725,962
Goodwill, net		37,683,173		52,912,129		121,736,491
Intangibles, net		27,265,882		32,877,296		80,723,503
Note receivables - related parties		-		4,626,692		4,630,239
Other assets		1,900,996		2,072,567		795,058
Acquisitions (to be allocated pending valuations)		-		-		-
Total assets		90,673,318		130,150,179		309,373,387
Liabilities:
Current liabilities:
Current portion of notes payable		981,250		2,645,781		1,353,349
Current portion equipment loans		-		171,976		274,972
Revolving credit facility		600,000		-		-
Current portion of capital lease obligations		170,444		226,443		477,388
Accounts payable and accrued expenses		4,172,555		6,060,719		13,969,862
Current portion due to seller, net		2,787,074		640,257		50,571,534
Total current liabilities		8,711,323		9,745,176		66,647,105
Long-term liabilities:
Notes payable, net of current portion and debt discount		28,889,034		56,645,475		131,875,701
Equipment loans, net of current portion		-		263,752		1,095,307
Capital lease obligations, net of current portion		609,564		587,601		1,082,377
Deferred rent		140,236		1,007,392		1,963,532
Due to seller, net of current portion		841,089		897,418		2,274,683
Contingent considerations		4,510,000		15,999,717		23,597,337
Other liabilities		19,647		43,567		26,720
Total liabilities	$	43,720,893	$	85,190,098	$	228,562,762
Member's Capital		46,952,425		44,960,081		80,810,625
Total liabilities and equity	$	90,673,318	$	130,150,179	$	309,373,387

Note: Cano financial information shown above does not conform to Regulation S-X or PCAOB standards, and such information may not be included, may be adjusted or may be presented differently in filings made with the SEC

EX-99.4

Exhibit 99.4

Cano Health, LLC (Presentation)

November 12, 2019

Corporate Speakers

· Barry Sternlicht; Jaws Acquisition Corp.; Co-Founder and Chairman

· Marlow Hernandez; Cano Health, LLC; CEO and Founder

PRESENTATION

Barry Sternlicht: Good afternoon everyone. This is Barry Sternlicht. I’m Chairman and CEO of Starwood Capital Group and also Chairman of Jaws Acquisition Corp.

Today I’m really excited to bring you news of the merger of Jaws Acquisition Corp. with a company called Cano Health and I want to tell you a little about the background of how we got here. We looked at probably 50 or 100 companies using my contacts in the VC/PE world since the May IPO and it became clear we needed a screen to figure out what exactly what we were going to focus on. And I wanted to focus on finding a company that would be at least twice the size in five years, and hopefully bigger, that was swimming with the tide instead of against the tide, as I had a finance professor in business school that said to me, “find the freight trains in your life” and get on them instead of in front of them.

And so became to focus on healthcare companies and companies that in an industry that we thought would not be correlated to rising interest rates, wouldn’t have any impact from trade wars with China, wouldn’t have any exposure to currency wars, has nothing to do with the general fate of the economy because healthcare is growing rapidly. And this particular segment of healthcare that Cano focuses on, Medicare Advantage, is one of the fastest growing and most profitable niches in the healthcare market today as they provide superior service at lower costs for their customers, for their clients.

So, I happened to call the CEO of a company called Devoted Health – they’re a rapidly growing insurance company based in the Boston area – and I read the CEO a whole bunch of names that we were looking at that we were considering as potential targets for Jaws. And when I got to Cano Health, the CEO, Todd Park, stopped me and said, “That’s a really good company. If you can do a deal with them, you should do it.” And he had firsthand knowledge because Devoted contracts with Cano Health to provide great care to their insured lives.

So the next thing to do was to meet the CEO, this fellow I had heard about, kind of this super star in the healthcare industry, down in Florida, named Dr. Marlow Hernandez. So we flew down to meet with him and his team and I came away feeling that I had just met the Elon Musk of healthcare.

At just 35, Marlow has a long runway ahead of him and it’s very clear that he loves what he does, which is taking care of an underserved population and providing them 5-star service. The rest of the team is just as dedicated and passionate about what they do. Doctors are employed and make more money and want to work in the Cano system, so it’s a virtual cycle of good and that really attracted me for things I like to invest in at this point in my life.

So, the market is huge. Medicare Advantage is supposed to grow to over a $500 billion market. I believe this company can grow almost a million dollars a day next year reaching a billion and five in sales and surpassing that and we really think the company is poised to do better, particularly with this transaction since we’re giving them the ammunition to both, in cash and the balance sheet, to be able to grow faster and cover more geographies and expand within their existing markets.

So, we love the management team and we love the market opportunity, but the question was how do we value this company? There is a public comp to Cano Health and it’s called Oak Street Health. It went public in August and I think it priced its IPO at $21, first trade was $38, and it’s since traded to $50 giving it a market cap of about $12.8 billion. We’re pricing this at $4.4 billion. We have 100,000 members, they have about 89,000 members. We’ll do almost a billion five next year, they’re expected to do about a billion two in revenue. We have superior medical loss ratios. And from the start, because Marlow founded this company out of pocket, we were profitable and will be profitable. So we’ll make almost one hundred million next year, um, and I’ll say the two other primary competitors do not at the moment.

So we’re very excited and we think there’s an incredible opportunity. And I hope you’ll enjoy meeting Marlow as much as I have and I’ll pass the mic to Marlow.

Marlow Hernandez: Thank you for your interest in Cano Health. On behalf of my team and I, I would like to express my sincere appreciation for you making the time. As a brief introduction, I'm Marlow Hernandez, CEO and Founder of Cano Health. I founded Cano in 2009 in the middle of the Great Recession to address an unmet need for quality care in the community I live in.

As a physician, I have passion for patient care and always believe there was a better way of delivering it. But also, as an immigrant from a middle-class family, I did not have any funding source, a necessity made us to innovate to bring the great care I believe in while ensuring profitability. We simply did not have another option.

Within a few years of founding Cano, patients began asking whether there was a Cano Center in Orlando or Las Vegas. And it is then that I realized that there was a much broader need for what we are doing and started to expand. We opened a second location in a different market, and it was profitable within three months. Having established proof of concept, we partnered with InTandem Capital in 2016 to accelerate that growth. And now partnering with Jaws going public will help Cano supercharge growth and better serve our members.

So let me start by providing a brief overview of Cano. Cano is a primary care-centric, technology-empowered healthcare delivery platform designed with a focus on clinical excellence. We provide value-based care for members across 14 markets through a network of more than 500 physicians. We enter into value-based risk contracts with health plans to manage populations through our network of owned centers and contracted practices of our management services organization or MSO.

Our staff model centers, employee physicians can offer a full range of care management and clinical services, including home-based care. MSO affiliates receive support from Cano like credentialing, coding, and data analytics. But the range of services they offer are theirs to determine.

Our passion is to provide superior care to underserved populations who needed most. We currently served over 103,000 members and focus on the Medicare Advantage population, but also serve Medicaid and ACA membership. Our CanoPanorama proprietary population health technology platform is a critical enabler of driving high quality of care for our members and our ability to drive organic growth and integrate acquisitions.

Patients love Cano. We have an average net promoter score of 70 across our member base. This is a source of pride and reflects our commitment to patient service. As you can see, our business has grown significantly over the past several years. Named by Inc. Magazine as the fastest growing primary care company in the country two years in a row, number one overall in healthcare in 2019, and number six overall in healthcare in 2020. We have accomplished this through both organic and acquisitive growth. We operate at meaningful scale and are profitable.

Looking forward, we think there's boundless growth opportunity given the enormous TAM, the macro trends, primary care fragmentation, and the platform that we have built.

Critical to our growth, we have a highly scalable platform that allows us to enter new markets and grow quickly, with the largest value-based care provider that’s independent in Florida. And we're rapidly scaling our operations in Puerto Rico, Texas, Nevada. Looking forward, we have tremendous growth opportunities in each of these markets and others. We'll be entering California in the first half of 2021, and we're also planning future expenses across the Southwest, Northeast and other regions. Our goal is to reach approximately 300,000 members by 2023, but our potential is nearly limitless.

As we all know, the healthcare system in the United States today faces many challenges. We spend more on healthcare than any country in the world per capita, but our health outcomes are at best no better and, in many cases, worse than other comparable nations. Primary care is generally poor, lacking care coordination, well-informed decision-making, and, based on a system that rewards, quantity of procedures over quality of care. The net result of this is almost 1 trillion in wasted healthcare spend each year and health outcomes well below our peers in many cases.

So what can be done about this? The primary care physician or PCP sits at the top of the healthcare funnel and effectively serves as a gatekeeper to the rest of the healthcare system, influencing over 2 trillion of downstream health care spend. Despite the unique position of the PCP in the healthcare landscape, most PCPs do not invest in preventive medicine to proactively manage risk, leverage population health strategies to individualized care, and influence all the downstream care. Cano Health is focused on empowering primary care physicians to fix this broken system.

We at Cano Health focus on Medicare-eligible patients and, in particular, Medicare Advantage, arguably the fastest growing market in healthcare with an estimated 10,000 seniors aging in everyday. As you know, Medicare is a federally funded healthcare insurance program that covers seniors age 65 and older. As an alternative to traditional fee-for-service Medicare, Medicare beneficiaries also have the option to receive their Medicare benefits through private health plans. This is Medicare Advantage or MA.

Seniors choose Medicare Advantage because it offers superior benefits to members at lower overall costs. There are enormous tailwinds driving growth in this market. And because of superior managed care structure that delivers better quality and cost outcomes, Medicare Advantage or MA is a government program that has support from both sides of the political spectrum.

Today, there is a massive shift in MA from traditional payment models or fee-for-service. So, there is a significant shift from fee-for-service to value-based care. Let's begin to this, under fee-for-service, providers are paid based on the amount of healthcare services they deliver, i.e., what that they do to the patients. As you might expect these results in more expensive care but not necessarily better health outcomes for patients.

Cano, however, is focused on accelerating the shift to value-based care, i.e., what we do for the patients. In this model, providers achieve greater profitability by improving patient health outcomes. This payment model better aligns the incentives of providers, payers, and patients resulting in better care and superior patient experiences.

We partner with health plans in the federal government under capitated contracts, where we take financial and clinical responsibility for patient care. Today, only about 30% of MA beneficiaries are in true value-based arrangements. But this percentage is growing rapidly. When you layer in the acceleration of value-based care on top of substantial growth in Medicare Advantage, you'll see that Cano's core market is growing at a very rapid rate.

Ever since I founded Cano in 2009, Cano's vision has been to become America's primary care for seniors. We are focused on optimizing clinical quality, reducing the cost of care by promoting patient wellness and preventive care. And when acute care is needed, we ensure that we deliver the right care in the right setting at the right time. In so doing, we deliver an excellent patient experience that is reflected in uncommonly high NPS scores and word of mouth that has contributed to our very high organic growth rates. Through all of these activities, we generate lifelong bonds with our loyal members.

Cano's success is a direct result of serving our three constituents in a better way. At Cano Health, patients get much more than basic care. They get wellness, ancillary services, home services, telemedicine, and 24/7 urgency line, all without paying a penny more. It's five-star service at a one-star Medicare Advantage price. What's particularly great is that we can especially help low-income communities, typically minorities, with complex care needs. Many have very limited or no access to quality healthcare in their communities.

We build in those economically depressed parts of town, revitalizing it in multiple ways, very proud to be the only scaled primary care group, having this kind of impact in underserved communities. Providers want to be clinicians. They want to focus on patients, not on administrative matters like preops, referrals, billing, code. Furthermore, Cano provides above-average pay, quality-driven bonuses, and no hospital call requirement.

Our care management department takes care of afterhours and emergencies. Moreover, our physicians enjoy a collegial, near-academic environment where they can focus on medicine, their patients, and their families. Therefore, our physician retention is very high. Payers want three things -- they want medical quality, they want growth of their patient base, and medical cost management. Cano Health has a multi-year and multi-geography track record on delivering on all three.

CanoPanorama is Cano's proprietary population health platform. Typically information across the health system is fragmented, and providers lack the tool or skill to get a full picture. With CanoPanorama, our view of healthcare is much more expensive. We aggregate and analyze data from many key health settings so that we can individualize care and be proactive; putting patients at the center rather than just as a participant.

At Cano, we consolidate data and deliver it in actional form across the company. This 360-degree view empowers providers to make better care decisions and reduce gaps in care. It also allows our team members to maintain health, not just to treat disease.

CanoPanorama is the company's central nervous system, the backbone of our population health and care management platform, and a source of sustainable competitive advantage. The system was designed to cover the entire patient care experience in and outside of the medical center. For example, personalized care supported by CanoPanorama can take a form of use of social determinants of health to inform care coordination, 24/7 urgency line where data is routed to other parts of the company, algorithms pushing alerts to trigger a visit from Cano at home or home delivery of medication with protocols in place to ensure medication compliance, utilizing data to encourage participation in our wellness program, Cano Life, live alerts for hospital visits through connectivity with the hospital information exchange, or HIE.

These alerts allow our care managers to intervene immediately and work on discharge protocols as well as transitions of care with hospice. One of many differentiators of CanoPanorama is the multi-step patient stratification capability. Using CanoPanorama at the time of patient enrollment, Cano is able to identify different risk levels which allow our providers to design and establish more efficient and effective personalized care plans. Filing enrollment as data on the patient continues to be collected from multiple sources. CanoPanorama allows the providers to proactively and dynamically deliver individualized care based on changes in the patient's health while also allowing Cano to create targeted complaints for high-risk members.

Our technology efficiently integrates data from our electronic medical records, care management, modules, and our payer partners. Panorama digests and produces information in a uniformed way that provides reports and analytics covering practically every aspect of patient care.

In summary, CanoPanorama, which we're very proud of, is a key enabler to deliver superior clinical care and a great member experience. The net result of CanoPanorama can be seen in our clinical outcomes which we're also very proud of.

We're reducing unnecessary healthcare utilization and we're delivering higher quality care with meaningfully differentiated results, all while sustaining our very high patient loyalty scores. And although we have an older, sicker, and poorer Medicare Advantage population than the national Medicare average, we have lower hospitalizations, lower ER visits, and a lower mortality rate. Cano works with virtually all payers.

Our patient distribution among payers mostly reflects their share of market. Health plans want membership growth, clinical quality and medical cost management. And Cano is able to deliver on all three. In fact, Cano is the top provider by quality for various health plans including Humana, United, and Anthem health plans. We have become a must-have partner for all of the leading Medicare Advantage plans in the market we operate.

We have developed a special market expansion partnership with Humana, the market leader among MA plans. Our relationship with Humana blossomed as a result of us delivering strong economic and quality results for Humana. Today, we serve about 56,000 patients under a Humana plan. Cano is both the largest and highest quality provider for Humana in its largest MA market in Florida. Humana members served by Cano on average have far better health outcomes than the national averages. Humana is looking to replicate the differentiated outcomes that Cano provides in new markets. In that regard, Humana has committed over $100 million of capital to accelerate Cano's growth into their highest priority markets.

COVID-19 has been a very unfortunate and sad occurrence, affected many people medically and financially. However for Cano, it has been a validation of both our clinical and financial models. We expanded our telemedicine, care management and prescription home delivery programs, utilizing CanoPanorama to innovate a COVID-19 specific program.

Clinical visits reached record levels during COVID-19 at Cano Health. Patients received more care, not less care, which happened in so many places across the country. As COVID-19 became more widespread, Cano immediately increased virtual care and home-based care. By April 6, we had deployed a COVID-19-focused module in CanoPanorama that allowed us to screen patients for COVID-19 and related complications as well as refer them to a specialized team that we created to help COVID-19 patients specifically.

The results speak for itself, 60% lower COVID-19 mortality than the comparable Florida population. This is among generally older, sicker, dual-eligible patients. We expect the results of our study of more than 30,000 patients to be published in a peer-reviewed publication over the next few months.

Our financial model has proven to be highly predictable through the current pandemic and prior economic cycles. Through ups and downs, we received recurring contracted revenue from February through August of this year. Even when factoring in investments made related to COVID-19, we outperformed our EBITDA budget by over 5%.

We have a flexible, multi-prong strategy to drive growth and create value. We will strive to continue driving robust organic growth in our existing centers and through de novos, both in the current market as well as new markets. We anticipate opening at least 15 to 20 de novos per year. We have a successful acquisition and integration track record, and we'll continue to execute on our acquisition strategy. We have a pipeline of over 100 targets.

Finally, direct contracting presents another potentially enormous source of growth. Cano has proven track record of organic growth. Cano has consistently grown membership over 40% organically since 2017. This growth has been complemented by highly accretive acquisitions that enable us to scale into new markets and build density in our existing markets. Taken as a whole, our growth strategies have generated tremendous success well over 100% membership CAGR since 2017.

When we enter new markets, there are certain things we look for. We target markets with large MA populations and underserved demographics where we can also leverage our current payer relationships. We also conduct market tests to validate our analysis.

Our medical centers are a valuable component of Cano's value-based care delivery platform and can range in size from 7,000 square feet to over 20,000 square feet. All centers include rooms for exams and minor procedures, while some centers include a wellness center and ancillary services, such as physiotherapy and co-located dental services.

Finally, we are highly focused on engagement with both existing and prospective members. We utilize the targeted multi-channel marketing strategies. They're designed to promote Cano Health brands, increase enrollment, and foster member loyalty and trust. We have also launched Cano 360 mobile clinics, which provide routine primary care and diagnostic services within the local market which expands our reach.

When entering new markets, we can grow via new medical centers or through our management services organization model. We seek to be a solution to a given market rather than having the market adapt to us. In our center model, which is our preferred way to grow because of our ability to directly control patient care, we are paid a per member per month capitated payment. And any savings from reduced medical expenses and improved outcomes are fully attributable to Cano.

Under the MSO model, affiliated physicians pay Cano a per member per month admin fee, and we participate the shared savings from improved outcomes. You'll note that the cost of growth through the MSO is minimal. It offers us another highly flexible growth model that allows us to quickly scale in market, grow our member base, and it also serves as an embedded acquisition pipeline.

Today we have a pipeline of over 100 attractive targets. We have teams dedicated to sourcing and integrating acquisitions. At this point, we have a well-established playbook that allows us to control quality and move quickly. In our most recent acquisitions, Healthy Partners and Belen Medical Center, we were able to seamlessly and quickly integrate the companies while reducing medical loss ratios and improving financial performance.

Cano Health was selected as a direct contracting entity by CMS, which we believe could be another driver of explosive growth as it triples Cano's addressable market for Medicare Advantage to all of Medicare. Under direct contracting, which goes live April 1st, 2021, CMS is offering MA-like value-based contracting to original Medicare members for the first time.

Cano is getting a head start on direct contracting. We have already contracted with new physicians that will bring what we expect to be an estimated 15,000 new members to Cano by April of 2021 under DCE. While the DCE initiative could be a game changer, we have not quantified it in our model since all of the details are still being finalized by CMS over the next several months.

Whether you look at membership, gross revenue, or EBITDA, Cano's growth has been explosive. We have built a uniquely physician-driven company to capitalize on the macro trends that have been described so frequently, prominently by some of the other public primary care provider companies. We have established a multi-market, multi-state presence using both staff model centers and affiliates. We have achieved market leading scale and have been able to grow at a 73% CAGR over the last three years.

We have demonstrated that our dynamic population health platform can be deployed in any market to achieve profitable unit economics today as opposed to far down the road. We believe this is highly replicable in every market that we go to in the future. Importantly, we have done this while generating robust profitability.

We have a well-developed, multi-prong plan to achieve the growth targets that we have set out in this presentation. I have a strong conviction in our ability to achieve these targets based on our track record and our competitive advantages in the marketplace today. As a reminder, upside from direct contracting is not embedded within our projections.

Cano's capitated model in addition to our contracted growth initiative and rich pipeline of acquisition targets provide significant visibility into both 2020 and 2021 revenues. We are highly confident in these targets. Our target gross revenue for 2020 is $812 million. If you run rate this number for the full impact of acquisitions that closed during the course of the year, we reached a run rate revenue of $945 million. This base business of existing centers is expected to grow by $165 million in 2021. Our recent de novos are expected to grow revenue by $78 million while acquisitions are conservatively expected to contribute $265 million, collectively reaching our target of approximately $1.5 billion for 2021.

As you can see, the member and revenue growth outlined in the prior slides are driving very attractive EBITDA growth at an approximate 40% CAGR over the forecast period. Our investments in growth via our multi-prong strategy do cause a slight decline in near term margins. However, make no mistake about it, our unit economics as we'll discuss in more detail are very strong, and we would expect continued, significant expansion in EBITDA margin overtime.

We have highly attractive unit economics which are a key feature of our business. Cano's operations have generated healthy profits even as we have experienced explosive growth and continue to expand. We structure our managed care contracts to deliver benefit to our payer partners while we also make money.

Under our payer contracts, a per member per month, or PMPM, amount for each patient is based on the benchmark and risk score, factoring in location, age, acuity, and other factors. Cano has paid a higher amount to manage a higher acuity of patients. Precisely in this population of sicker, low-income patients is where we can provide the most value. If we calculate our medical expense ratios on apples to apples comparison, it would be 61% versus just over 70% which demonstrates our leading ability to lower medical costs, all while providing the highest quality care. After center expenses, sales and marketing, and other corporate expenses, we achieved for our 85% capacity or mature medical centers and adjusted EBITDA margin of approximately 24%.

Barry Sternlich: Hi, this is Barry Sternlich again and I’d like to give you some of my concluding remarks – a transaction overview just to summarize. The implied post-money enterprise value will be $4.4 billion. This transaction is going to be funded by the combination of around $690 million in the Jaws trust and $800 million of committed PIPE financing from some of the nation’s most prestigious investors. As you know, I am investing $50 million of personal funds, not from a fund, in the PIPE, and to support the company and its growth initiatives. I’m also joining the board.

The net proceeds from the transaction are going to be used for three purposes. One, to put over $500 million of cash on the balance sheet. Two, to pay off around $400 million of debt the company has now. And three, to make a distribution to selling shareholders. 95% of these proceeds are going to the financial sponsors, just 5% to the management team which is using the money to pay off loans, primarily taken by Marlow to start the company 10 years ago. The current shareholders of Cano are expected to maintain around 65% pro forma ownership of the company.

This valuation is around three times revenues and not the hundred times revenue that we seem to see too often for companies that are growing fast. And this will decline to around 1.4 times revenues on estimated 2023 revenues.

The transaction will close at the end of the Q1 or very early Q2. The company will also be able of course to use its shares and not just its cash in order to acquire companies that should prove to be extremely accretive.

So I hope you join me in being excited about this opportunity and you’ll join us in this investment. Thank you very much and have a good day.