EX-10.2




 Exhibit 10.2 

LOCK-UP AGREEMENT 

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of
[•], 2021 by and between (a) [Cano Health, Inc.], a Delaware corporation (as successor-in-interest to JAWS Acquisition Corp., a Cayman Islands exempted company)
(the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this
Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of [•], 2020, by and among the Company, JAWS Merger Sub, LLC, a Delaware limited liability company, Primary Care (ITC) Holdings, LLC, a
Delaware limited liability company and Primary Care (ITC) Intermediate Holdings, LLC, a Delaware limited liability company (as it may be amended or supplemented from time to time, the “BCA”). 

WHEREAS, in connection with the BCA, and in view of the valuable consideration to be received by the parties thereunder, the parties
desire to enter into this Agreement, pursuant to which the New JAWS Shares or any other equity securities of the Company or securities that may be converted, exchanged or exercised into or for New JAWS Shares held directly or indirectly by the
Holder (the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein. 

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereby agree as follows: 
 1. Lock-Up
Provisions. 
 (a) The Holder hereby agrees not to, during the period commencing from the Closing and through the date that is 48 months
from the date of the Closing (the “Lock-Up Period”): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or
otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and
regulations of the SEC promulgated thereunder, with respect to any Restricted Securities or (ii) enter into any swap or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or
disposition of the New JAWS Shares, or that transfers to another, in whole or in part, any of the economic consequences of ownership of any New JAWS Shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by
delivery of such securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”); provided, for the avoidance of doubt, that nothing in this Agreement shall
restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the SEC naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect
thereof). Notwithstanding the foregoing, the Lock-Up Period and restrictions set forth in this Section 1 shall not apply to the: 

(A) transfer, during any consecutive 12-month period during the Lock-Up Period, of a number of Restricted Securities not to exceed 25% of the Continuing Company Units held directly or indirectly by the Holder immediately following the Closing; 











 (B) establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, that such plan does not provide for the transfer of Restricted Securities during the
Lock-Up Period except as permitted by clause (A); 
 (C) transfer of any or all of
the Restricted Securities by a bona fide gift or charitable contribution; 
 (D) transfer of any or all of the
Restricted Securities by will or intestate succession upon the death of the Holder or any Permitted Transferee; 
 (E)
transfer of any or all of the Restricted Securities to any Permitted Transferee; 
 (F) transfer of any New JAWS Class B
Shares in connection with a concurrent transfer of Continuing Company Units in accordance with, as permitted by and subject to the terms and conditions of this Agreement and the Amended and Restated Company LLC Agreement; or 

(G) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that
results in all of its stockholders having the right to exchange their New JAWS Shares for cash, securities or other property; 
 provided,
however, that in the case of (C), (D) or (E), it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Restricted Securities
subject to the provisions of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; provided, further, that in the case of (C), (D) or
(E) (to the extent such transfer is to a party other than a Permitted Transferee (other than any direct or indirect limited partner of the applicable Holder)), in each case, such transfer or distribution shall not involve a disposition for value.

 As used in this Agreement, the term “Permitted Transferee” shall mean: 

(i) any direct or indirect general partner, limited partner, shareholder, member or owner of similar equity interests in a
Holder; 
 (ii) a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic
partner, parent, sibling, child or grandchild of the Holder or any other person with whom the Holder has a relationship by blood, marriage or adoption not more remote than first cousin; or 

(iii) any affiliate of the Holder. 

  
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 The Holder further agrees to execute such agreements as may be reasonably requested by the
Company that are consistent with the foregoing or that are necessary to give further effect thereto. 
 (b) If any Prohibited Transfer is
made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its
equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Restricted Securities (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. 
 (c) During the Lock-Up Period, each certificate
or book-entry position evidencing any Restricted Securities shall be marked with a legend in substantially the following form, in addition to any other applicable legends: 

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT,
DATED AS OF [●], 2021, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT WILL BE
FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 
 (d) For the avoidance of doubt, each Holder shall
retain all of its rights as a shareholder of the Company with respect to the Restricted Securities during the Lock-Up Period, including the right to vote any Restricted Securities that are entitled to vote.
The Company agrees to (i) instruct its transfer agent to remove the legend in clause (c) immediately above upon the expiration of the Lock-Up Period and (ii) if requested by the transfer agent,
cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). 

2. Miscellaneous. 
 (a)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights and
obligations hereunder shall not be assignable or transferable by any of the parties, in whole or in part (including by operation of law), without the prior written consent of the other parties hereto, which any such party may withhold in its
absolute discretion. 
 (b) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such successors and permitted assigns, any legal or
equitable rights under this Agreement. 

  
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 (c) Governing Law; Jurisdiction. 

(A) This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement
shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts executed in and to be performed in the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules
or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. 

(B) Each party irrevocably agrees that any Action arising out of or relating to this Agreement brought by any other party or
its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware), and each party hereby irrevocably
submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement and the transactions contemplated
hereby. Each party agrees not to commence any Action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in
Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of process and each party further waives any argument that such service is insufficient. 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not
personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its 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 (iii) that (1) the Action in any such court is brought in an inconvenient forum,
(2) the venue of such Action is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party agrees that a final, non-appealable judgment in any
action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law. 

(d) WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS 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) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 2(D). 

  
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 (e) Interpretation. The headings, titles and subtitles set forth in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Section or clause shall be to the Sections and
clauses of this Agreement. The words “herein,” “hereto,” “hereof” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to
any particular section or other subdivision of this Agreement. The term “or” means “and/or”. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without
limitation”. Reference to any person includes such person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a person in a particular capacity
excludes such person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in
accordance with the terms thereof and, if applicable, the terms hereof. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules,
regulations, enforcement procedures and any interpretations promulgated thereunder, all as in effect on the date of this Agreement. Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the
singular or plural shall include the other, in each case unless the context otherwise requires. 
 (f) No Presumption Against Drafting
Party. Each of the parties acknowledges that it has participated jointly in the negotiation and drafting of this Agreement and has been represented by counsel in connection with this Agreement and the transactions contemplated hereby.
Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived. 

(g) Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered
by hand or electronic mail or postage prepaid mail (registered or certified) or nationally recognized overnight courier service and shall be deemed given when so delivered by hand or electronic mail, or if mailed, three (3) days after mailing
(one Business Day in the case of overnight courier service), as follows: 
 If to the Company, to: 

[•] 
 [•]
Attention:     [•] 
 Email:              
[•] 

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

[•] 

[•] Attention:    [•] 

E-mail              
:[•] 
 If to the Holder, to the address set forth on the Holder’s signature page hereto. 

Notices or other communications to any other Holder that becomes a party hereto pursuant to Section 1 shall be delivered to the address
set forth in the applicable joinder agreement or other instrument executed by such Holder and binding such Holder to the terms of this Agreement. 

(h) Amendments and Waivers. Only upon the approval by a majority of the members of the Board of Directors of the Company then in office
that qualify as “independent” for purposes of audit committee membership under Section 10A-3 under the Exchange Act of 1934, as amended, compliance with any of the provisions, covenants and
conditions set forth in this Agreement may be waived by the Company, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver
hereof that adversely affects the Holder, solely in its capacity as a holder of Restricted Securities, shall require the consent of the Holder. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party or
parties against whom such waiver is to be effective. No failure or delay of any 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. 
 (i) Severability. It is the
desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more
narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. 
 (j) Specific Performance. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement by a Holder and to enforce specifically the terms and provisions hereof. 

  
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 (k) Entire Agreement. This Agreement constitutes the full and entire agreement and
understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter; provided, that, for the avoidance of doubt, the foregoing shall not affect the
rights and obligations of the parties under the BCA or any documents related thereto or referred to therein. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations
of the Holder under any other agreement between the Holder and the Company or any certificate or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights
or remedies of the Company or any of the obligations of the Holder under this Agreement. 
 (l) Further Assurances. From time to time,
at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably
necessary to consummate the transactions contemplated by this Agreement. 
 (m) Execution of Agreement. This Agreement may be executed
in one (1) or more counterparts, all of which shall be considered one (1) and the same agreement, and shall become effective when one (1) or more such counterparts have been signed by each of the parties and delivered to the other
party. Facsimile or electronic mail transmission of counterpart signatures to this Agreement shall be acceptable and binding. 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	COMPANY:
	
	[CANO HEALTH, INC.]
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Lock-Up Agreement] 











 
			
	HOLDER:
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Lock-Up Agreement]