INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between DFB HEALTHCARE ACQUISITIONS CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
8,000,000 Shares of Class A Common Stock AdaptHealth Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • AdaptHealth Corp. • Services-home health care services • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 15, 2018 by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2018 by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2018, is made and entered into by and among DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), Deerfield/RAB Ventures LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DFB Healthcare Acquisitions Corp. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
WARRANT AGREEMENT between DFB HEALTHCARE ACQUISITIONS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 15, 2018, is by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SENIOR NOTES INDENTURE Dated as of August 19, 2021 Among ADAPTHEALTH LLC THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 5.125% SENIOR NOTES DUE 2030Senior Notes Indenture • August 20th, 2021 • AdaptHealth Corp. • Services-home health care services • New York
INDENTURE, dated as of August 19, 2021, among AdaptHealth LLC, a Delaware limited liability company (the “Company”), the Guarantors listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
DFB Healthcare Acquisitions Corp. 780 Third Avenue New York, NY 10017 Re: Initial Public Offering Gentlemen:Letter Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), Goldman Sachs & Co. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • May 10th, 2022 • AdaptHealth Corp. • Services-home health care services • Delaware
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of January, 2013, by and between Aerocare Holdings, Inc., a Delaware Company (the “Company”), and Daniel C. Bunting (the “Executive”).
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”).
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
This Agreement is made on this 15th day of February, 2018 by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Christopher Wolfe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
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.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of February 15, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Purchaser”).
EXCHANGE AGREEMENTExchange Agreement • June 26th, 2020 • AdaptHealth Corp. • Services-home health care services • Delaware
This EXCHANGE AGREEMENT (including the schedules, annexes and exhibits hereto, this “Agreement”), dated as of June 24, 2020, is entered into by and between AdaptHealth Corp., a Delaware corporation (the “Company”), and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership (the “Holder”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • February 12th, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks
This Securities Assignment Agreement is dated as of December 29, 2017 (this “Assignment”), by and among Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Seller”), and Christopher Wolfe (the “Buyer”).
DFB Healthcare Acquisitions Corp. 780 Third Avenue New York, NY 10017DFB Healthcare Acquisitions Corp. • February 22nd, 2018 • Blank checks • New York
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 8th, 2020 • AdaptHealth Corp. • Services-home health care services • 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”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • AdaptHealth Corp. • Services-home health care services • New York
This CREDIT AGREEMENT, dated as of January 20, 2021 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among ADAPTHEALTH INTERMEDIATE HOLDCO LLC, a Delaware limited liability company (“Intermediate Holdings”), ADAPTHEALTH LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, and REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
INVESTMENT AGREEMENT dated as of June 24, 2020 by and between ADAPTHEALTH CORP. and DEERFIELD PARTNERS, L.P.Investment Agreement • June 26th, 2020 • AdaptHealth Corp. • Services-home health care services • Delaware
INVESTMENT AGREEMENT, dated as of June 24, 2020 (this “Agreement”), by and between AdaptHealth Corp., a Delaware corporation (the “Company”), and Deerfield Partners, L.P., a Delaware limited partnership (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2017 • DFB Healthcare Acquisitions Corp. • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of December 15, 2017, is made and entered into by and between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Buyer”).
ADAPTHEALTH CORP.AdaptHealth Corp. • May 29th, 2020 • Services-home health care services • Delaware
Reference is made to (i) that certain Investment Agreement (the “Third Party Investment Agreement”), dated as of the date hereof, between AdaptHealth Corp. (the “Company”), OEP AHCO Investment Holdings, LLC (“OEP Vehicle”) and, for the purposes of Section 3.10 thereof, One Equity Partners VII, L.P. (“OEP Fund” and, together with OEP Vehicle, “One Equity”), (ii) the form of Certificate of Designations (as defined in the Third Party Investment Agreement) attached as an exhibit to the Third Party Investment Agreement and (iii) the Voting Agreement (the “Voting Agreement”), dated as of the date hereof, between the Company and Deerfield Private Design Fund IV, L.P. (“DPDIV”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DPDIV, Deerfield Partners, L.P. (“Deerfield Partners”, and together with DPDIV, “Deerfield”) and the Company hereby agree as follows:
DFB Healthcare Acquisitions Corp. February 15, 2018Letter Agreement • February 22nd, 2018 • DFB Healthcare Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ Capital Market.
AGREEMENT AND PLAN OF MERGER by and among ADAPTHEALTH CORP., AH APOLLO MERGER SUB INC., AH APOLLO MERGER SUB II INC., AEROCARE HOLDINGS, INC., and PELOTON EQUITY, LLC, as Stockholder Representative December 1, 2020Agreement and Plan of Merger • December 7th, 2020 • AdaptHealth Corp. • Services-home health care services • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, each as amended or restated from time to time in accordance with Section 10.3, this “Agreement”), dated as of December 1, 2020 (the “date hereof” or the “date of this Agreement”), is by and among (i) AdaptHealth Corp., a Delaware corporation (“Parent”); (ii) AH Apollo Merger Sub Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Parent (“Merger Sub”); (iii) AH Apollo Merger Sub II Inc., a Delaware corporation and wholly-owned direct Subsidiary of Parent (“Merger Sub II”); (iv) AeroCare Holdings, Inc., a Delaware corporation (the “Company”); and (v) Peloton Equity, LLC, a Delaware limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Equityholders (the “Stockholder Representative”). The foregoing parties are collectively referred to as the “Parties” and each individually is a “Party.”
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGERStock Purchase Agreement and Agreement and Plan of Merger • June 29th, 2020 • AdaptHealth Corp. • Services-home health care services
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of June 24, 2020 amends the Stock Purchase Agreement and Agreement and Plan of Merger, dated as of May 25, 2020 (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Agreement”), by and among AdaptHealth LLC, a Delaware limited liability company (“Buyer”), AdaptHealth Corp., a Delaware corporation, Eleanor Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer, Solara Holdings, LLC, a Delaware limited liability company, LCP Solara Blocker Seller, LLC, a Delaware limited liability company, in its capacity as Blocker Seller and the Representative (each as defined in the Agreement). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2020 • AdaptHealth Corp. • Services-home health care services • Delaware
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of June 24, 2020 (the “Amendment Date”) and amends that certain Registration Rights Agreement, dated as of November 8, 2019 (the “Original Agreement”), by and among AdaptHealth Corp., a Delaware corporation (“Pubco”), and certain of its shareholders party thereto (each a “Investor” and, collectively, the “Investors”). Capitalized terms used but not otherwise defined herein are defined in the Original Agreement.
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
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2021 • AdaptHealth Corp. • Services-home health care services • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this [●] day of [●], 202[●], by and between AdaptHealth Corp., a Delaware corporation (the “Company”), and Stephen P. Griggs (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2023 • AdaptHealth Corp. • Services-home health care services • Florida
As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2019 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2024 • AdaptHealth Corp. • Services-home health care services • New York
As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.
CREDIT AGREEMENT dated as of January 20, 2021 among AdaptHealth Intermediate Holdco LLC, as Intermediate Holdings, AdaptHealth LLC, as Borrower, CERTAIN Subsidiaries OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS PARTY...Credit Agreement • February 2nd, 2021 • AdaptHealth Corp. • Services-home health care services • New York
This CREDIT AGREEMENT, dated as of January 20, 2021 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among ADAPTHEALTH INTERMEDIATE HOLDCO LLC, a Delaware limited liability company (“Intermediate Holdings”), AdaptHealth LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, and REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
MEMORANDUM OF UNDERSTANDING (“MOU”) FOR SETTLEMENT BETWEEN ADAPTHEALTH CORP. AND LUKE MCGEE Dated: June 11, 2021Memorandum of Understanding • June 15th, 2021 • AdaptHealth Corp. • Services-home health care services
Termination of Employment Reference is made to the Employment Agreement, dated March 20, 2019, by and between AdaptHealth Holdings LLC, a Delaware limited liability company, and LM (the “Employment Agreement”) and LM’s Restrictive Covenant Agreement, dated March 20, 2019 (the “Restricted Covenant Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement or the Restrictive Covenant Agreement, as applicable. LM hereby resigns his employment without Good Reason, effective immediately upon notice of resignation, on the date of signing of this MOU (the “Effective Date”). As part of this MOU, LM acknowledges that he has no further rights to any other compensation or other benefits under the Employment Agreement or otherwise (other than vested benefits under qualified retirement plans, indemnification and advancement rights referred to below, and his right to COBRA coverage under the Company’s group health plans) as of the
AGREEMENT AND PLAN OF MERGER by and among DFB HEALTHCARE ACQUISITIONS CORP. BM AH HOLDINGS, LLC, ACCESS POINT MEDICAL, INC., DFB MERGER SUB LLC, ADAPTHEALTH HOLDINGS LLC, CLIFTON BAY OFFSHORE INVESTMENTS L.P., BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.,...Registration Rights Agreement • July 12th, 2019 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2019 (this “Agreement”), by and among DFB Healthcare Acquisitions Corp., a Delaware corporation (“DFB Healthcare”), BM AH Holdings, LLC, a Delaware limited liability company (the “BM Blocker”), Access Point Medical, Inc., a Delaware corporation (the “A Blocker” and, together with the BM Blocker, the “Blockers”), DFB Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), AH Representative LLC, a Delaware limited liability company (the “Company Unitholders’ Representative”), and, solely for purposes of Section 7.20, the BM Blocker Sellers and, solely for purposes of Section 7.21, the A Blocker Seller.
