EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of March, 2019, by and between AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), and Josh Parnes (“Executive”).
TAX RECEIVABLE AGREEMENT by and among Adapthealth Corp., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF November 8, 2019Tax Receivable Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 8, 2019, is hereby entered into by and among AdaptHealth Corp., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income and applicable state and local Tax purposes, and assuming for this purpose that all available elections to file consolidated tax returns have been made, the “Corporate Taxpayer”), AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), the TRA Holders and the Agent.
THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Dated as of March 20, 2019 by and among ADAPTHEALTH LLC, as the Borrower, CIT FINANCE LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO REGIONS BANK SUNTRUST BANK as Documentation...Credit and Guaranty Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • New York
This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT is entered into as of March 20, 2019, among ADAPTHEALTH LLC (formerly known as QMES LLC), a Delaware limited liability company, and such other Persons joined hereto as a Borrower from time to time (each a “Borrower” and together, the “Borrowers”), the Guarantors (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) from time to time party hereto, and CIT FINANCE LLC (“CIT”), as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 8, 2019, by and among (i) AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), (ii) AdaptHealth Corp., a Delaware corporation (“Pubco”), (iii) each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof, and (iv) each of the other Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of the Company or Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (iii) and (iv), an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12 hereof.
OPTION GRANT NOTICE AND AGREEMENTOption Grant Notice and Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks
AdaptHealth Corp. (the “Company”), pursuant to its 2019 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Options (the “Options”) set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below). The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. [The Options granted hereby are in satisfaction of the obligation to grant the Options to Holder under his, her or its employment letter with [·], dated
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), effective as of August 22, 2019 (the “Effective Date”), is made by and among CIT FINANCE LLC (“Administrative Agent”), each of the financial entities set forth on the signature pages hereto constituting all the Lenders under the Credit Agreement, ADAPTHEALTH LLC, a Delaware limited liability company (“Borrower”), and each of the entities set forth on the signature pages hereto as “Guarantors” (the “Guarantors”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) of AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), dated as of November 8, 2019 (the “Effective Date”) by and among the Company and each of the undersigned members hereto (each individually a “Member” and collectively, the “Members”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Pennsylvania
THIS AGREEMENT (this “Agreement”) dated as of November 10, 2014, by and between QMES, LLC (“QMES” or the “Company”) and Gregg Holst (the ‘‘Key Executive”).
ADAPTHEALTH CORP INDEMNIFICATION AGREEMENTAdapthealth Corp Indemnification Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is made as of November 8, 2019, by and between AdaptHealth Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 8, 2019 and effective as of immediately prior to the consummation of the Merger (as defined below) (the “Effective Time”), is made by and among AdaptHealth Corp., a Delaware corporation (“Pubco”), AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), and the holders from time to time of the Company’s Common Units (as defined below) listed on Exhibit A hereto (collectively, the “Members” and individually, a “Member”).
RESTRICTED STOCK GRANT NOTICE AND AGREEMENTRestricted Stock Grant Notice and Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks
AdaptHealth Corp. (the “Company”), pursuant to its 2019 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of Restricted Stock set forth below. The Restricted Stock is subject to all of the terms and conditions of this Restricted Stock Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. [The Restricted Stock granted hereby are in satisfaction of the obligation to grant the Restricted Stock to Holder under his, her or its employment letter with [·], dated [·], as may be amended, restated or otherwise modified from time to time.]
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), effective as of November 8, 2019 (the “Effective Date”), is made by and among CIT FINANCE LLC (“Administrative Agent”), each of the financial entities set forth on the signature pages hereto constituting all the Lenders under the Credit Agreement, ADAPTHEALTH LLC, a Delaware limited liability company (“Borrower”), and each of the entities set forth on the signature pages hereto as “Guarantors” (the “Guarantors”).
