●] Shares of Class A Common Stock AdaptHealth Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2020 • AdaptHealth Corp. • Services-home health care services • New York
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.
STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER BY AND AMONG ADAPTHEALTH CORP., ADAPTHEALTH LLC, ELEANOR MERGER SUB, LLC, SOLARA HOLDINGS, LLC, AND LCP SOLARA BLOCKER SELLER, LLC, IN ITS CAPACITY AS BLOCKER SELLER AND THE REPRESENTATIVE May...Stock Purchase Agreement • June 29th, 2020 • AdaptHealth Corp. • Services-home health care services • Delaware
This STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 25, 2020, by and among AdaptHealth LLC, a Delaware limited liability company (“Buyer”), AdaptHealth Corp, a Delaware corporation (“Parent” and, together with Buyer, the “Buyer Parties”), Eleanor Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), Solara Holdings, LLC, a Delaware limited liability company (the “Company”), LCP Solara Blocker Seller, LLC, a Delaware limited liability company (“Blocker Seller”), and Blocker Seller in its capacity as the Representative (as hereinafter defined). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 12.01. Buyer, Parent, Merger Sub, the Company, Blocker Seller and Representative are referred to herein collectively as the “Parties” and individually as a “Party.”
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • June 29th, 2020 • AdaptHealth Corp. • Services-home health care services • New York
THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), effective as of May 8, 2020 (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”).
