SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 5)*
AdaptHealth Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00653Q102
(CUSIP Number)
|
David Clark Elliot Press Deerfield Management Company 780 Third Avenue, 37th Floor New York, New York 10017 (212) 551-1600
With a copy to:
Jonathan D Weiner, Esq. Mark D. Wood, Esq. Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022 (212) 940-8800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 20, 2019
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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.
(Continued on following
pages)
(Page 1 of 11 Pages)
* 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. 00653Q102 | Page 2 of 11 Pages |
| 1 |
NAME OF REPORTING PERSONS
Deerfield Mgmt IV, L.P. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
AF |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
19,654,202 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
19,654,202 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,654,202 (1) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.63%% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
(1) Comprised of 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
| Cusip No. 00653Q102 | Page 3 of 11 Pages |
| 1 |
NAME OF REPORTING PERSONS
Deerfield Private Design Fund IV, L.P. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
19,654,202 (2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
19,654,202 (2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,654,202 (2) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.63%% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
(2) Comprised of 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
| Cusip No. 00653Q102 | Page 4 of 11 Pages |
| 1 |
NAME OF REPORTING PERSONS
Deerfield Management Company, L.P. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
AF |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
19,674,202 (3) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
19,674,202 (3) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,674,202 (3) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.68% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
(3) Comprised of (i) 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. and (ii) 20,000 shares of Class A Common Stock held by Steven Hochberg, an employee of Deerfield Management Company, for the benefit, and subject to the direction, of Deerfield Management Company. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
| Cusip No. 00653Q102 | Page 5 of 11 Pages |
| 1 |
NAME OF REPORTING PERSONS
James E. Flynn |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
AF |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
19,674,202 (4) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
19,674,202 (4) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,674,202 (4) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.68% |
||
| 14 |
TYPE OF REPORTING PERSON
IN |
||
(4) Comprised of (i) 17,179,888 shares of Class A Common Stock held by, and 2,474,314 shares of Class A Common Stock underlying an equal number of warrants held by, Deerfield Private Design Fund IV, L.P. and (ii) 20,000 shares of Class A Common Stock held by Steven Hochberg, an employee of Deerfield Management Company, for the benefit, and subject to the direction, of Deerfield Management Company. Deerfield Private Design Fund IV, L.P. has elected to be subject to provisions of the warrants beneficially owned by it that restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of the Issuer’s Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A Common Stock issuable upon exercise of such warrants to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
| Cusip No. 00653Q102 | Page 6 of 11 Pages |
| 1 |
NAME OF REPORTING PERSONS
Steven I. Hochberg |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
AF |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
0 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
||
| 14 |
TYPE OF REPORTING PERSON
IN |
||
| Cusip No. 00653Q102 | Page 7 of 11 Pages |
This Amendment No. 5 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt IV, L.P. (“Deerfield Mgmt IV”), (ii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”), (iii) Deerfield Management Company, L.P. (“Deerfield Management”), (iv) James E. Flynn, a natural person (“Flynn”), and (v) Steven I. Hochberg, a natural person (“Hochberg” and collectively with Deerfield Mgmt IV, Deerfield Private Design Fund IV, Deerfield Management and Flynn, the “Reporting Persons”), with respect to shares of common stock, par value $0.0001 per share (the “Common Stock”), of AdaptHealth Corp. (formerly, DFB Healthcare Acquisitions Corp) (the “Company”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto (as amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by adding the following:
On December 20, 2019, the Sponsor distributed all of the shares of Class A Common Stock and all of the Private Placement Warrants held by the Sponsor to its members, including 2,279,888 shares of Class A Common Stock and 1,640,981 Private Placement Warrants that were distributed to Deerfield Private Design Fund IV, pursuant to a liquidating distribution (the “Sponsor Liquidating Distribution”). Such shares and Private Placement Warrants were distributed to the Sponsor’s members (including Deerfield Private Design Fund IV) on a pro rata basis for no consideration. As a result of such distribution the Reporting Persons ceased to beneficially own shares of Class A Common Stock previously held by, and shares of Class A Common Stock underlying Private Placement Warrants previously held by, the Sponsor that were distributed to its members other than Deerfield Private Design Fund IV.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)
(1) Deerfield Mgmt IV
Number of shares: 19,654,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV)
Percentage of shares: 42.63%%
(2) Deerfield Private Design Fund IV
Number of shares: 19,654,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV)
Percentage of shares: 42.63%%
| Cusip No. 00653Q102 | Page 8 of 11 Pages |
(3) Deerfield Management
Number of shares: 19,674,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV, and shares held by Steven Hochberg at the direction of Deerfield Management)
Percentage of shares: 42.68%
(4) Flynn
Number of shares: 19,674,202 (comprised of shares held by, and shares underlying Warrants held by, Deerfield Private Design Fund IV and the Sponsor, and shares held by Steven Hochberg at the direction of Deerfield Management)
Percentage of shares: 42.68%
(5) Hochberg
Number of shares: 0 (does not include shares held at the direction of Deerfield Management)
Percentage of shares: 0.00%
(b)
(1) Deerfield Mgmt IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 19,654,202
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 19,654,202
(2) Deerfield Private Design Fund IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 19,654,202
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 19,654,202
(3) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 19,674,202
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 19,674,202
| Cusip No. 00653Q102 | Page 9 of 11 Pages |
(4) Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 19,674,202
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 19,674,202
(4) Hochberg
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
Flynn is the sole member of the general partner of each of Deerfield Mgmt IV and Deerfield Management. Deerfield Mgmt IV is the general partner, and Deerfield Management is the investment manager, of Deerfield Private Design Fund IV. Hochberg, an employee of Deerfield Management and a former director of the Company, also served as Deerfield Private Design Fund IV’s designee on the board of managers of the Sponsor, which consists of two managers.
Following the Sponsor Liquidating Distribution and subsequent dissolution of the Sponsor, each Reporting Person ceased to be a member of a “group” that may have existed for purposes of the Securities Exchange Act of 1934 with the Sponsor, RAB Ventures (DFB) LLC (“RAB”) (a member of the Sponsor) and Richard Barasch.
(c) Except as set forth in Item 3 of the Schedule 13D, the Reporting Persons have not engaged in any transactions in the Company’s securities during the past 60 days.
(e) As of December 20, 2019, Hochberg ceased to beneficially own any shares of the Company’s Class A Common Stock.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended by adding the following:
On December 18, 2019, Deerfield Private Design Fund IV entered into a Joinder to Letter Agreement (the “December 2019 Joinder Agreement”) with the Company with respect to specified paragraphs of the letter agreement, dated as of February 15, 2018 (the “February 2018 Sponsor Letter Agreement”), by and among the Company, Registrant, Deerfield/RAB Ventures, LLC, Richard Barasch, Christopher Wolfe, Steven Hochberg, Dr. Mohit Kaushal, Dr. Gregory Sorensen and Dr. Susan Weaver. Copies of the December 2019 Joinder Agreement and February 2018 Sponsor Letter Agreement are filed or incorporated by reference as Exhibits 10 and 11 to this Schedule 13D, respectively, and are incorporated herein by reference.
On January 16, 2020, Deerfield Private Design Fund IV notified the Company of its election pursuant to the Warrant Agreement to be subject to Subsection 3.3.5 of the Warrant Agreement, based on a Maximum Percentage (as defined in the Warrant Agreement) of 4.9%.
| Cusip No. 00653Q102 | Page 10 of 11 Pages |
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended to add the following:
| Exhibit 10 | Joinder Agreement, dated December 18, 2019, by and between Deerfield Private Design Fund IV, L.P. and DFB Healthcare Acquisitions Corp. |
| Exhibit 11 | Letter Agreement, dated as of February 15, 2018, by and among DFB Healthcare Registrant, Deerfield/RAB Ventures, LLC, Richard Barasch, Christopher Wolfe, Steven Hochberg, Dr. Mohit Kaushal, Dr. Gregory Sorensen and Dr. Susan Weaver (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2018). |
| Cusip No. 00653Q102 | Page 11 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2020
| DEERFIELD MGMT IV, 'L.P. | ||
| By: | J.E. Flynn Capital IV, LLC, General Partner | |
| By: | /s/ Jonathan Isler | |
| Name: | Jonathan Isler | |
| Title: | Attorney-in-Fact | |
| DEERFIELD PRIVATE DESIGN FUND IV, L.P. | ||
| By: | Deerfield Mgmt IV, L.P., General Partner | |
| By: | J.E. Flynn Capital IV, LLC, General Partner | |
| By: | /s/ Jonathan Isler | |
| Name: | Jonathan Isler | |
| Title: | Attorney-in-Fact | |
| DEERFIELD MANAGEMENT COMPANY, L.P. | ||
| By: | Flynn Management LLC, General Partner | |
| By: | /s/ Jonathan Isler | |
| Name: | Jonathan Isler | |
| Title: | Attorney-in-Fact | |
| JAMES E. FLYNN | ||
| /s/ Jonathan Isler | ||
| Jonathan Isler, Attorney-in-Fact | ||
| /s/ Steven Hochberg | ||
| Steven Hochberg | ||
Exhibit 10
JOINDER TO
LETTER AGREEMENT
THIS JOINDER AGREEMENT (the “Joinder”) to that certain Letter Agreement (the “Insider Letter”), dated February 15, 2018, by and among AdaptHealth Corp. (formerly known as DFB Healthcare Acquisitions Corp.), a Delaware corporation (the “Company”), Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Sponsor”), Richard Barasch, Christopher Wolfe, Steven Hochberg, Dr. Mohit Kaushal, Dr. Gregory Sorensen and Dr. Susan Weaver, is hereby made by RAB Ventures (DFB) LLC and Deerfield Private Design Fund IV, L.P., and is being entered in connection with the dissolution of the Sponsor. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Insider Letter.
WHEREAS, the Sponsor has agreed that it shall, in connection with its dissolution, transfer and assign to RAB Ventures (DFB) LLC and Deerfield Private Design Fund IV, L.P., for no consideration, certain shares of Class A common stock, par value $0.0001 per share, of the Company (the “Transferred Shares”) and certain warrants to purchase shares of Class A common stock of the Company (the “Transferred Warrants”).
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RAB Ventures (DFB) LLC and Deerfield Private Design Fund IV, L.P. hereby agree as follows:
| 1. | Agreement to be Bound. |
The Transferred Shares and Transferred Warrants distributed to RAB Ventures (DFB) LLC and Deerfield Private Design Fund IV, L.P. (and/or any other recipient of Transferred Shares and/or Transferred Warrants pursuant hereto) will remain subject to all of the restrictions on transfer currently applicable to such Transferred Shares and Transferred Warrants pursuant to the terms of paragraph 3 of the Letter Agreement, and RAB Ventures (DFB) LLC and Deerfield Private Design Fund IV, L.P. hereby agree to be bound by such restrictions on such Transferred Shares and Transferred Warrants as if it were a party thereto.
| 2. | Successors and Assigns. |
This Joinder shall bind and inure to the benefit of, and be enforceable by, the Company, RAB Ventures (DFB) LLC and Deerfield Private Design Fund IV, L.P. and their respective successors and permitted assigns.
| 3. | Counterparts. |
This Joinder may be executed in any number of counterparts (including by facsimile or electronic copy), each of which shall be an original and all of which shall be an original and all of which together shall constitute one and the same agreement.
| 4. | Governing Law. |
The Insider Letter, including this Joinder, shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, the Letter Agreement, including this Joinder, shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Joinder as of December 18, 2019.
| RAB VENTURES (DFB) LLC | ||
| By: | /s/ Richard Barasch | |
| Name: | Richard Barasch | |
| Title: | Chief Executive Officer | |
| DEERFIELD PRIVATE DESIGN FUND IV, L.P. | ||
| By: | Deerfield Mgmt IV, L.P. | |
| General Partner | ||
| By: | J.E. Flynn Capital IV, LLC | |
| General Partner | ||
| By: | /s/ David J. Clark | |
| Name: | David J. Clark | |
| Title: | Authorized Signatory | |