SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

CANO HEALTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

Robert Camerlinck

1090 Jupiter Park Drive,

Jupiter, FL 33458

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 9, 2022

(Date of Event Which Requires Filing of this Statement)

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

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

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

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

SCHEDULE 13D

CUSIP No. 13781Y103 Page 2 of 8 Pages

1	NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert Camerlinck
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 43,358,640
	8	SHARED VOTING POWER —
	9	SOLE DISPOSITIVE POWER 43,358,640
	10	SHARED DISPOSITIVE POWER —

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,358,640
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4%1
14	TYPE OF REPORTING PERSON (See Instructions) IN

1 The percentage reported in item 13 is based upon 264,174,645 shares of Class A Common Stock outstanding as of March 13, 2023, as reported on the Issuer’s Form 10-K/A, filed with the Securities and Exchange Commission on April 7, 2023 and 17,163,460 shares of Class B Common Stock held by the Reporting Person that is convertible into Class A Common Stock on a one for one basis. Does not include 247,011,185 shares of Class B Common Stock of the Issuer. Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon the outstanding 264,174,645 shares of Class A Common Stock and 264,003,919 shares A Class B Common Stock outstanding as of March 13, 2023, the Reporting Persons beneficially owned 8.2% of the Issuer’s Class A Common Stock and Class B Common Stock.

SCHEDULE 13D

CUSIP No. 13781Y103 Page 3 of 8 Pages

Item 1. Security and Issuer

This statement relates to shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock” and with the Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company, collectively, the “Common Stock”), of Cano Health, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 9725 NW 117th Avenue, Suite #200, Miami, Florida 33178.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by Robert Camerlinck (the “Reporting Person”).

(b) The principal business address of the Reporting Person is Robert Camerlinck, 1090 Jupiter Park Drive, Jupiter, FL 33458.

(c) The principal business and occupation of the Reporting Person is serving as Chief Operating Officer of Cano Health, Inc.

(d) (e) During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person received 20,297,092 shares of Class B Common Stock from a distribution by Cano America, LLC to its members of the Class B Common Stock that Cano America, LLC received in connection with the Business Combination (as defined below). On February 3, 2022, the Reporting Person received 2,857,092 shares of Class A Common Stock having a value of $15,000,000 as payment for the earnout owed to the Reporting Person in connection with the sale of his business to Cano Health, LLC on June 1, 2022. On September 1, 2022, the Reporting Person received 25,386 shares of Class A Common Stock as consideration that was issued to the Reporting Person under an asset purchase agreement in connection with the Issuer’s acquisition of the assets of Doctor’s Medical Center, LLC. The Reporting Person was awarded shares of Class A Common Stock as employee compensation pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as listed on Schedule A hereto. The Reporting Person purchased 81,483 shares of Class A Common Stock in connection with the employee stock purchase plan. On April 5, 2023, the Reporting Person received 17,163,460 shares of Class B Common Stock and 2,836,540 shares of Class A Common Stock pursuant to the Repayment Agreement described in Item 4 below.

SCHEDULE 13D

CUSIP No. 13781Y103 Page 4 of 8 Pages

Item 4. Purpose of the Transaction

On April 5, 2023, pursuant to that certain Stock Purchase and Repayment Agreement (the “Repayment Agreement”) dated as of April 5, 2023, by and among the Reporting Person, Dr. Marlow Hernandez (the Company’s Chief Executive Officer), Hernandez Borrower Holdings, LLC, Dr. Richard Aguilar, and the other guarantors set forth therein (collectively, the “Transferors”), the Reporting Person received 17,163,460 shares of Class B Common Stock and 2,836,540 shares of Class A Common Stock as repayment for and in satisfaction in full of Transferors, obligations under a promissory note owed to the Reporting Person. The Transferred Shares were transferred at a value of $1.50 per share.

The Repayment Agreement also provides that the Transferors have the right during the one year period following April 5, 2023 (the “Exercise Period”), subject to the terms and conditions of the Repayment Agreement, to acquire the Transferred Shares from the Reporting Person for a price equal to $3.00 per share of Common Stock (the “Option Price”), as adjusted in accordance with the Repayment Agreement (the “Option”).

During the Exercise Period, the Reporting Person has the right to sell the Transferred Shares pursuant to the Repayment Agreement only in connection with a Company Sale (as defined in the Repayment Agreement) or if any remain held by him following a cashless exercise of the Option.

Additionally, in the event of a sale or merger of Cano Health, Inc. or the sale of substantially all of its assets, the Option will be cancelled in exchange for the right of each Transferor to receive the excess (if any) of the consideration paid in respect of a Transferred Share over the Option Price multiplied by the number of Transferred Shares applicable to each such Transferor.

The number of shares subject to the Option and the Option Price will be adjusted in the event of subdivisions, splits, combinations or consolidations, adjustments, recapitalizations, reclassifications, reorganizations or other changes in the capital structure of Cano Health, Inc. or its business.

The foregoing description of the Repayment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Repayment Agreement, a copy of which is attached hereto as Exhibit A.

On February 3, 2022, the Reporting Person received 2,857,092 shares of Class A Common Stock having a value of $15,000,000 as payment for the earnout owed to the Reporting Person in connection with the sale of his business to Cano Health, LLC on June 1, 2022.

The Reporting Person was awarded shares of Class A Common Stock as employee compensation pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as listed on Schedule A hereto.

The Reporting Person purchased 81,483 shares of Class A Common Stock in connection with the employee stock purchase plan.

On September 1, 2022, the Reporting Person received 25,386 shares of Class A Common Stock as consideration that was issued to the Reporting Person under an asset purchase agreement in connection with the Issuer’s acquisition of the assets of Doctor’s Medical Center, LLC.

On August 17, 2021, the Reporting Person received 20,297,092 shares of Class B Common Stock from a distribution by Cano America, LLC to its members of the Class B Common Stock that Cano America, LLC received on June 3, 2021, pursuant to the business combination contemplated by the Business Combination Agreement, dated as of November 11, 2020 (as amended, the “Business Combination Agreement”) by and among the Issuer, Jaws Merger Sub, LLC, a Delaware limited liability company, Primary Care (ITC) Intermediate Holdings, LLC (“PCIH”) and PCIH’s sole member, Primary Care (ITC) Holdings, LLC.

SCHEDULE 13D

CUSIP No. 13781Y103 Page 5 of 8 Pages

The Reporting Person holds its securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person. The Reporting Person intends to evaluate on an ongoing basis this investment in the Issuer and options with respect to such investment. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, and other future developments. From time to time, the Reporting Person may engage in discussions with the Issuer’s Board of Directors and/or members of the Issuer’s management team concerning, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The Reporting Person is the Chief Operating Officer of the Issuer.

The Reporting Persons reserve the right to change its purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Person alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

Item 5. Interest in Securities of Issuer

(a,b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D. The Reporting Person holds the shares of Common Stock described on the cover page of this Schedule 13D.

The shares of Common Stock listed on the cover page includes (i) 17,163,460 shares of Class B Common Stock that is convertible into Class A Common Stock on a one for one basis, (ii) an option to purchase 2,886 shares of Class A Common Stock for an exercise price of $6.03 per share granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan, (iii) 26,254,794 shares of Class A Common Stock.

(c) The Reporting Person have not effected any transactions in securities of the Issuer in the last 60 days, except that that for the receipt of the Transferred Shares as set forth in Item 4 above and the award of 70,486 restricted stock units (“RSUs”) on March 31, 2023 under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer’s Class A Common Stock. The RSUs vest as to 50% of the RSUs on December 31, 2023 and the remaining 50% of the RSUs vest on December 31, 2024. The RSUs were granted on March 31, 2023. Schedule A sets forth the Reporting Person’s other transactions in securities of the Issuer since June 3, 2021.

(d) Not applicable.

(e) Not applicable.

SCHEDULE 13D

CUSIP No. 13781Y103 Page 6 of 8 Pages

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

The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

The 2,857,092 shares of Class A Common Stock issued on February 3, 2022 were subject to a lock-up that expired in January 2023.

Item 7. Materials to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

A. Stock Purchase and Repayment Agreement by and among the Reporting Person, Dr. Hernandez, Hernandez Borrower Holdings, LLC, and the guarantors thereto, dated April 5, 2023.

SCHEDULE 13D

CUSIP No. 13781Y103 Page 7 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

April 4, 2023
By	/s/ Robert Camerlinck
Name:	Robert Camerlinck

SCHEDULE A

Securities Transactions

Date Issued	Number of Shares
June 3, 2021	Option to purchase 600,700 shares of Class A Common Stock	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan and vests over two years, with 50% of the shares vesting on June 3, 2024 and the remaining 50% of the shares vesting on June 3, 2025.
August 17, 2021	20,297,092 shares of Class B Common	Received pursuant to a member distribution by Cano Health, LLC
August 10, 2022	250,000 restricted stock units (“RSUs”)	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer’s Class A Common Stock. The RSUs will vest over four years, with 25% of the shares underlying the award vesting on August 10, 2023, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. The RSUs were granted on August 10, 2022.
February 3, 2022	2,857,167 shares of Class A Common Stock	In satisfaction of an earnout payment of $15 million owed to the Reporting Person pursuant to an earnout payment in connection with the acquisition by Cano Health, LLC of the business of the Reporting Person.
March 15, 2022	285,333 RSUs	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer’s Class A Common Stock. The RSUs will vest over four years, with 25% of the shares underlying the award vesting on August 24, 2022, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter.
March 15, 2022	39,523 RSUs	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer’s Class A Common Stock. The RSUs will vest as to 50% of the RSUs on December 31, 2022 and the remaining 50% of the RSUs will vest on December, 31, 2023.
March 15, 2022	7,214 RSUs	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer’s Class A Common Stock. The RSUs will vest as to 50% of the RSUs on December 31, 2022 and the remaining 50% of the RSUs will vest on December 31, 2023.
March 15, 2022	Option to purchase 11,546 shares of Class A Common Stock	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan and is scheduled to vest over four years, with 25% of the shares underlying the award vesting on March 15, 2023, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter.
August 9, 2022	20,297,092 shares of Class A Common Stock	The Reporting Person converted his Class B Common Stock into Class A Common Stock
September 1, 2022	25,386 shares of Class A Common Stock	Represents consideration that was issued to the Reporting Person under an asset purchase agreement in connection with the Issuer’s acquisition of the assets of Doctor’s Medical Center, LLC.
March 31, 2023	70,486 RSUs	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer’s Class A Common Stock and vest as to 50% of the RSUs on December 31st, 2023 and the remaining 50% of the RSUs vest on December 31st, 2024.
March 31, 2023	Option to purchase 147,548 shares of Class A Common Stock for an exercise price of $0.91 per share.	Granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan and is scheduled to vest over four years, with 25% of the shares underlying the award vesting on March 31, 2024, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter.

EX-99.A

Exhibit A

STOCK PURCHASE AND

REPAYMENT AGREEMENT

THIS STOCK PURCHASE AND REPAYMENT AGREEMENT (this “Agreement”) made and entered into as of April 5, 2023 by and among (i) Robert Camerlinck, having an address at 362 West Riverside Drive, Tequesta, FL (the “Buyer”), and (ii) Marlow Hernandez, having an address at 9725 117^th Avenue, Suite 200, Miami, FL 33178 (“MH”) and Hernandez Borrower Holdings, LLC (“HBH” and, together with MH, the “Borrower”). Capitalized terms used but not defined herein shall have the meaning set forth in the Secured Promissory Note, dated as of February 28, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), made by the Borrower to the order of the Buyer, in the original principal amount of $30,000,000.00.

RECITALS

A. WHEREAS, MH is obligated to the Buyer with respect to loan made pursuant to the Note;

B. WHEREAS, the Borrower acknowledges that the Note is due and payable in full and that the outstanding principal amount is $30,000,000 (“Unpaid Principal”);

C. WHEREAS, the Buyer, the Borrower and the Guarantors now desire that the Unpaid Principal be repaid in full by the transfer by the Borrower and the Guarantors of an aggregate of 20,000,000 million shares of Class A Common Stock and Class B Common Stock of Cano Health, Inc. (“Company”) and, with respect to each share of Class B Common Stock, one unit of Primary Care (ITC) Intermediate Holdings, LLC (any reference herein to Class B Common Stock shall mean such share or shares and an equal number of Units) as further described in Exhibit A, to Buyer;

D. WHEREAS, Borrower paid the accrued interest under the Note on the date hereof.

NOW, THEREFORE, in consideration of the mutual undertakings set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1. Repayment of Debt; Transfer of Shares.

(a) Borrower and each Guarantor hereby irrevocably sells, assigns and transfers to Borrower the number and class of shares of Common Stock set forth on Exhibit A (such shares, the “Transferred Shares”). The parties agree that the value per share of Common Stock is $1.50 (the “Purchase Price”), which shall be deemed paid in the form of cancellation of the Unpaid Principal. To the extent not paid prior to the date hereof, the Borrower and the Guarantors shall pay the outstanding fees and costs payable by Borrower to Buyer under the Note to Buyer in cash.

(b) The Note and all related obligations are hereby cancelled and paid in connection with transfer of the Transferred Shares pursuant to Section 1(a).

(c) The Borrower and the Guarantors (each, a “Transferor”) shall cause the Company’s transfer agent, Continental Stock Transfer & Trust (“Continental”), to transfer the Transferred Shares to Borrower’s account, and shall deliver to Continental all required stock powers, signature guaranteed, and such other transfer instructions as may be required by Continental in connection therewith. In addition, each Transferor, it his own expense, shall deliver or cause to be delivered such instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Company, as may be required to give effect to this Agreement.

2. Option by Borrower and Guarantors.

(a) During the one (1) year period following the date hereof (“Exercise Period”), each of Borrower and each Guarantor (each, a “Transferor”) shall, upon the terms and subject to the conditions hereinafter set forth, have the right (the “Option”) to acquire the Transferred Shares transferred by such Transferor to Buyer pursuant to this Agreement for a price equal to $3.00 per share (“Option Price”) (as adjusted in accordance with this Agreement).

(b) Buyer shall not sell the Transferred Shares during the Exercise Period except in connection with a Company Sale (as defined below) or as permitted under Section 2(c)(ii).

(c) Transferor may exercise the Option with respect to his Transfer Shares in either of the two following ways:

(i) Transferor may exercise the Option with respect to all or a portion of his Transfer Shares by providing Notice in accordance with Section 14 (“Traditional Exercise Notice”) of said exercise to Buyer on or before the end of the Exercise Period, which notice shall designate a closing date (the “Closing Date” and the closing of the conveyance of the applicable Transfer Shares herein the “Closing”) for the transfer, which Closing Date shall not be more than five (5) days after the date of such notice.

(ii) Transferor may exercise the Option with respect to all (but not less than all of his Transfer Shares) by providing Notice in accordance with Section 14 of cashless exercise (“Cashless Exercise Notice”). As soon as practicable after the notice of a cashless exercise, Buyer shall transfer to the applicable Transferor a number of shares of Transfer Shares equal to (a) (i) the number of Transferred Shares applicable to the Transferor multiplied by (ii) the excess (if any) of the Average Share Price over the Option Price (b) divided by the Average Share Price. The “Average Share Price” shall be the average of the closing price of a share of Class A Stock for the fifteen (15) consecutive trading days ending on the date the Cashless Exercise Notice is provided. For the avoidance of doubt, the Average Share Price shall not take into account after-hours trades. Following the transfer of shares from Buyer to Transferor under this Section 2(c)(ii), the Option shall terminate as to the applicable Transferor and the Buyer may sell or otherwise transfer the Transferred Shares applicable to the Transferor that are not required to be transferred to Transferor under this Section 2(c)(ii).

(d) In the event of a sale or merger of Cano Health, Inc. or the sale of substantially all of its assets (“Company Sale”), the Option shall be cancelled in exchange for the right of each Transferor to receive the excess (if any) of the consideration paid in respect of a Transferred Share over the Option Price multiplied by the number of Transfer Shares applicable to Transferor.

(e) The number of shares subject to the Option (i.e. Transferred Shares) and the Option Price shall be adjusted in the event of subdivisions, splits, combinations or consolidations, adjustments, recapitalizations, reclassifications, reorganizations or other changes in the capital structure of Cano Health, Inc. or its business.

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3. Transferor Representations.

(a) Each Transferor is the lawful owner, of record and beneficially, of the Transferred Shares listed adjacent to his name on Exhibit A and has good and valid title thereto, free and clear of all liens, encumbrances, options, charges, equities and claims of any kind whatsoever (“Encumbrances”), and each Transferor has full right and legal capacity to transfer and sell the Transferred Shares to Buyer under the terms and conditions contained herein. Buyer will own legal and equitable title to the Transferred Shares, free and clear of all Encumbrances of any kind (except, for the avoidance of doubt, the Option).

(b) The execution, delivery and performance of this Agreement by each Transferor do not, and the consummation by Transferors of the transactions contemplated hereby and thereby will not: (i) conflict with or violate the governing documents of the Company or HBH; (ii) conflict with or violate any laws applicable to any of Transferors or Company or by which any of their respective properties is bound or affected, or give any governmental authority or other person the right to challenge the purchase of the Transferred Shares or any of the transactions contemplated hereunder; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on the Transferred Shares or any assets or properties of Company pursuant to any contract to which any of Company or Transferors is a party, or by which any of Company, Transferors or their respective properties are bound or affected; or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority or other third party. No Person (other than Transferor with respect to the Option) has any agreement, option or any rights capable of becoming an agreement or option for the acquisition of the Transferred Shares or any assets or properties of Company.

4. Compliance with Securities Laws. The Borrower, the Guarantors and the Buyer hereby agree that the transactions contemplated hereunder, including the transfer of the Transfer Shares and the exercise of the Option be done in accordance with applicable securities laws and exchange listing requirements and shall cooperate to effect the transactions contemplated hereunder in accordance such securities laws and listing requirements.

5. Knowledge of Company’s Affairs.

(a) Buyer and each Transferor has knowledge and experience such that he is capable of evaluating the risks and merits of the purchase from Transferors or sale of the Transferred Shares to the Buyer, as the case may be, pursuant to the terms of this Agreement. Each Transferor has evaluated the merits and risks of selling the Transferred Shares on the terms set forth in this Agreement, and is willing to forgo through such sale the potential for future economic gain that might be realized from the continued ownership of the Transferred Shares. Buyer and the Transferors have determined that the Purchase Price represents a fair purchase price for the Transferred Shares as of the date hereof.

(b) Each Transferor has knowledge and experience such that he is capable of evaluating the risks and merits of the repurchase from Buyer of the applicable Transferred Shares from the Buyer, as the case may be, pursuant to the exercise of the Option. Prior to exercise of the Option, each applicable Transferor shall evaluate the merits and risks of repurchasing the Transferred Shares on the terms set forth in this Agreement. Each Transferor hereby acknowledges and agrees that it shall conduct its own due diligence of the Company and the Transferred Shares with respect to the exercise of the Option and will not rely on any representations or warranties of Buyer, other than with respect to its ownership of the Transferred Shares being purchased pursuant to the exercise of the Option. Buyer and the Transferors have determined that the Option Price represents a fair purchase price for the Transferred Shares to be acquired in connection with the exercise of the Option

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6. Remedies. Transferors hereby agree that they shall jointly and severally indemnify and save harmless Buyer from and against any and all claims, demands, actions, causes of action, damages, losses, costs, liabilities or expenses (“Claims”) which may be brought against Buyer or its Representatives and/or which any of them may suffer or incur as a result of, in respect of, or arising out of (i) the inaccuracy of any representation or warranty made by any Transferor in this Agreement or (ii) the failure of any of Transferor to comply with any covenants or other commitments made by them in this Agreement. In addition, in the event that the Transferred Shares are not transferred to Buyer free and clear of Encumbrances in accordance with the terms of this Agreement, Buyer may rescind this Agreement and, upon such recission, the Note shall be reinstate in its entirety and the cancellation of such Note hereunder shall be null and void.

7. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed shall be deemed an original and all of which originals when taken together shall constitute one and the same agreement. Executed original counterparts of this Agreement which are transmitted by facsimile or email attaching a pdf copy shall have the same legal effect as if such counterparts had been hand-delivered to the recipient.

8. Governing Law; Court of Competent Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles of conflicts of laws thereof. Each of the parties agrees that any action arising out of or relating to this Agreement, including but not limited to an action for injunctive or provisional relief, shall be brought exclusively in a Court of Competent Jurisdiction, irrevocably submits to the personal jurisdiction of any such court, and waives any objection to the venue of such court and any argument that such court is an inconvenient forum.

9. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof.

11. Binding Effect. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto, including, their respective heirs, executors and administrators.

12. Survival. Any and all representations, warranties, indemnities, covenants, promises and understandings of any kind or nature whatsoever contained herein or in the other Note Documents shall survive the execution and delivery hereof and of any other documents delivered or conveyances made in connection herewith.

13. Amendments and Waivers. No term of this Agreement may be waived, modified or amended except by an instrument in writing signed by the parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

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14. Notices. All notices, requests, offers, demands, consents, approvals or other communications (collectively, “Notice”) given to or by the Parties under this Agreement shall be in writing, sent in one or more of the following methods and shall be deemed to have been duly given and received (a) if personally served on the party to whom Notice is to be given, then on the date of service, (b) if sent by email or telephonic facsimile transmission, then on the date sent by email or facsimile if sent on a business day before 5:00 p.m. local time of the recipient, and if not then on the next business day immediately following; provided, however, that if such Notice relates to a change of Notice address or email or a claim or notice of breach or termination right under this Agreement, then Notice shall not be deemed to have been given until Notice is sent using one of the other methods set forth in this Section or (c) if sent by reputable overnight delivery service, addressed to the party to whom Notice is to be given, then one business day after being properly deposited for delivery by such service; in each case, at such party’s address set forth as follows or to any other address, email or facsimile number of which Notice of the change is given to the parties hereunder.

	e-mail	Address
Buyer
Richard Aguilar
Jason Conger
Marlow Hernandez or Hernandez Borrower Holdings, LLC
Rick Sanchez

15. Conflict of Terms. If any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the other Note Documents, the provision contained in this Agreement shall govern and control.

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement, effective as of the day and year first above written.

MH
/s/ Marlow Hernandez
Marlow Hernandez
HBH
HERNANDEZ BORROWER HOLDINGS, LLC
By:	/s/ Marlow Hernandez
Name: Marlow Hernandez
Title: Authorized Signatory
BUYER
/s/ Robert Camerlinck
Robert Camerlinck
GUARANTORS
/s/ Richard Aguilar
Richard Aguilar
/s/ Jason Conger
Jason Conger
/s/ Rick Sanchez
Rick Sanchez

EXHIBIT A

TRANSFERRED SHARES

Name	Portion of Note		Transferred Shares
Richard Aguilar	$	7,487,710.64		4,991,807 Class B
Jason Conger	$	4,257,667.50		2,838,445 Class B
Marlow Hernandez and Hernandez Borrower Holdings, LLC	$	12,805,403.52		8,536,936 Class B
Rick Sanchez	$	5,449,218.34		796,272 Class B 2,836,540 Class A
Total	$	30,000,000.00		20,000,000

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