SC 13D/A

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. 8)*

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, 37^th 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)

May 21, 2020

(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 9 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 9 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) 37.81%
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. (“DPD IV”). DPD IV 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 9 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) 37.81%
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. (“DPD IV”). DPD IV 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 9 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) 37.86%
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 9 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) 37.86%
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.

Cusip No. 00653Q102 Page 6 of 9 Pages

This Amendment No. 8 (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”) and (iv) James E. Flynn (“Flynn” and collectively with Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management, the “Reporting Persons”), with respect to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of AdaptHealth Corp. (formerly DFB Healthcare Acquisitions Corp) (the “Company”), as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 thereto and Amendment No. 7 (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 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On May 21, 2020, the Company approached representatives of Deerfield Management and requested that Deerfield Private Design Fund IV enter into a voting agreement (the “Proposed Voting Agreement”) in connection with a proposed financing transaction, pursuant to which affiliates of One Equity Partners (the “Investors”), a third party that is not affiliated with any of the Reporting Persons, would purchase from the Company $190 million of a new series of convertible preferred stock (the “Third Party Preferred Stock”) having such terms as the Company and the Investors had negotiated (the “Third Party Terms”) in order to finance a portion of the purchase price payable in connection with the Company’s acquisition of Solara Medical Supplies, LLC and ActivStyle, Inc. (the “Acquisition Transactions”).

Thereafter, on May 21, 2020, representatives of Deerfield Management proposed an alternative financing transaction in which one or more investment fund(s) managed by Deerfield Management, would purchase $190 million of convertible preferred stock upon terms that would be similar to the Third Party Terms, but would reflect an increased conversion price and certain other modified terms, to finance the same portion of the purchase price in the Acquisition Transactions. Representatives of the Company and Deerfield Management subsequently discussed potential modifications to the Third Party Terms that would be incorporated into such alternative financing. Deerfield Management also proposed entering into the Exchange (as defined below) to reduce its voting power and beneficial ownership in the Company. On May 24, 2020, the Company informed representatives of Deerfield Management that the Company would be proceeding with a financing transaction led by the Investors on improved pricing terms that included an issuance of common stock and a series of non-voting preferred stock with a de minimis liquidation preference that would be convertible into common stock upon stockholder approval of such conversion (the “Modified Third Party Terms”). Representatives of Deerfield Management and the Company agreed that Deerfield Partners, L.P. (“Deerfield Partners”) would provide additional financing proceeds to the Company on substantially the Modified Third Party Terms.

In furtherance of such participation, on May 25, 2020, Deerfield Private Design Fund IV and Deerfield Partners entered into a letter agreement with the Company (the “Letter Agreement”), pursuant to which the Company, Deerfield Private Design Fund IV and Deerfield Partners agreed that the Company and Deerfield Partners would, within 30 days following the execution of the Letter Agreement, negotiate and enter into an agreement for the purchase and sale of $35 million of convertible, non-voting preferred stock (which would be convertible into Class A Common Stock upon stockholder approval of such conversion, but would be subject to a 4.9% beneficial ownership limitation) on terms that are substantially equivalent to the Modified Third Party Terms, subject to specified exceptions.

Cusip No. 00653Q102 Page 7 of 9 Pages

The Letter Agreement also provides that, within 30 days following the execution of the Letter Agreement, Deerfield Private Design Fund IV and the Company would negotiate, enter into and consummate an exchange (the “Exchange”) pursuant to an exchange agreement (the “ Exchange Agreement”), which would provide, among other things, for the exchange of all but 4.5% of the Class A Common Stock held by Deerfield Private Design Fund IV for a newly-created class of convertible preferred stock that would be substantially equivalent to common stock but would have no voting rights (with limited exceptions) and would be subject to a beneficial ownership cap of 4.9% of the Company’s outstanding Class A Common Stock. The Exchange would eliminate most of Deerfield Private Design Fund IV’s voting power in the Company and would facilitate communications, from time to time, between the Company and the Reporting Persons with respect to potential investment and acquisition opportunities and the financing thereof as described previously in Amendment No. 6 to the Schedule 13D, and potential participation by funds managed by Deerfield Management in any such financing, as well as other possible transactions involving securities of the Company. In connection with the execution of the Exchange Agreement, the registration rights agreement to which Deerfield Private Design Fund IV is a party would be modified to limit its (or any related fund’s) obligations in respect of lockup agreements in connection with underwritten public offering.

In connection with the Letter Agreement, the Company and Deerfield Private Design Fund IV also entered into a voting agreement (the “ Voting Agreement”), pursuant to which Deerfield Private Design Fund IV agreed to vote all of the shares of Class A Common Stock owned by it as of the applicable record date as to which it has voting power (i) in favor of the removal of the restrictions on the number of shares of Class A Common Stock issuable upon conversion of the Third Party Preferred Stock; and (ii) against matters which would result in a breach by the Company of its agreement with the Investor or otherwise be expected to impede the transactions contemplated by such agreement.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (c) 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:	37.81%*
(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:	37.81%*

Cusip No. 00653Q102 Page 8 of 9 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:	37.86%*
(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:	37.86%*

*Percentage beneficial ownership reported herein reflects 45,432,240 shares of Class A Common Stock outstanding as of May 1, 2020, as disclosed in the Company’s Prospectus Supplement No. 1 to Prospectus dated March 23, 2020 filed by the Company with the Securities and Exchange Commission on May 8, 2020.

(c) No Reporting Person has effected any transactions in the Company’s securities since the filing of Amendment No. 7 to the Schedule 13D. The changes in the percentage of Class A Common Stock beneficially owned by each Reporting Person reflected in this Amendment have resulted solely from an increase in the number of shares of Class A Common Stock outstanding.

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 May 25, 2020, Deerfield Private Design Fund IV and Deerfield Partners entered into the Letter Agreement and the Voting Agreement. The summaries of the Letter Agreement and the Voting Agreement set forth in Item 4, which are incorporated by reference into this Item 6, are not complete and are qualified in their entirety by reference to the full text of each such agreement, copies of which are filed as Exhibits 12 and 13, respectively, to the Schedule 13D.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following:

Exhibit 12 Letter Agreement, dated as of May 25, 2020, among AdaptHealth Corp., Deerfield Private Design Fund IV, L.P. and Deerfield Partners, L.P.

Exhibit 13 Voting Agreement, dated as of May 25, 2020, among AdaptHealth Corp., Deerfield Private Design Fund IV, L.P. and Deerfield Partners, L.P.

Cusip No. 00653Q102 Page 9 of 9 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: May 26, 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

EX-12

Exhibit 12

ADAPTHEALTH CORP.

May 25, 2020

Deerfield Private Design Fund IV, L.P.

Deerfield Partners, L.P.

c/o Deerfield Management Company L.P.

780 Third Avenue, 37th Floor

New York, NY 10017

Ladies and Gentlemen:

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:

1. Exchange. From and after the date hereof, each of DPDIV and the Company shall use their reasonable best efforts to, as soon as practicable after the date hereof and in any event within thirty (30) days of the date hereof, (i) negotiate and mutually agree to a Series B-1 Certificate of Designation, Preferences and Rights on substantially the terms and conditions set forth in the summary of terms attached hereto as Exhibit A (the “Series B-1 Certificate of Designation” and the shares of capital stock issuable thereunder, “Series B-1 Preferred Stock”), (ii) upon agreement thereof, file the Series B-1 Certificate of Designation with the Secretary of State of the State of Delaware, (iii) negotiate and enter into an agreement (the “Exchange Agreement”) to be entered into between the Company and DPDIV providing for the exchange of all but 4.5% of the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), beneficially owned by it (the “Exchange Shares”) as of the date of the closing of such exchange for Series B-1 Preferred Stock, and (iv) consummate the transactions contemplated by the Exchange Agreement (the “Exchange”). The Company acknowledges and agrees that, to the knowledge of the Company, (i) for purposes of Rule 144 under the Securities Act, DPDIV’s holding period for the shares of Series B-1 Preferred Stock issued to it in the Exchange, and any shares of Class A Common Stock issued upon the conversion thereof, shall be deemed to have commenced on the date DPDIV acquired the Exchange Shares from the Company or an affiliate of the Company (or such earlier date as may be permitted pursuant to Rule 144 under the Securities Act); and (ii) the consummation of the Exchange, the issuance of shares of Series B-1 Preferred Stock pursuant to the Exchange and the issuance of shares of Class A Common Stock upon the conversion of the Series B-1 Preferred Stock in full (without giving effect to the conversion of any Series B-2 Preferred Stock into Series B-1 Preferred Stock and otherwise without regard to any limitation on the conversion thereof) shall not require the approval of stockholders under the Certificate of Incorporation or Bylaws, the DGCL, Nasdaq listing rules or otherwise. The Exchange Agreement will provide for the irrevocable surrender of DPDIV’s voting rights with respect to the Exchange Shares (including its voting rights in respect of the Company’s annual meeting of stockholders). The Company shall use its reasonable best efforts not to fix a record date for any meeting of its stockholders with respect to which a record date has not already been set until the Exchange has become effective, unless the Exchange shall not have become effective as a result of Deerfield’s willful breach of this Letter Agreement. No later than the consummation of the Exchange, Section 4(a) of the Registration Rights Agreement (as defined in the Third Party Investment Agreement) shall be amended, modified or waived to provide that:

(i)       Deerfield shall not be required to enter into lock-up agreements pursuant to such Section 4(a) on more than two (2) occasions (including any lock-up agreement entered into prior to the execution of such amendment).

(ii)       The lock-up agreements to which Deerfield enters into pursuant to such Section 4(a) shall be for a period of not more than sixty (60) days.

(iii)       The obligation of Deerfield to enter into lock-up agreements pursuant to such Section 4(a) shall terminate on November 8, 2021.

(iv)       Deerfield shall not be required to enter into a lock-up agreement pursuant to such Section 4(a) within six (6) months following the expiration of a previous lock-up agreement pursuant to such Section 4(a).

The Company further acknowledges and agrees that, even prior to the execution of such amendment, modification or waiver to the Registration Rights Agreement, Deerfield shall not be obligated to enter into a lock-up in respect of a period of more than 60 days.

2. Sale of Shares. Each of Deerfield and the Company shall use their reasonable best efforts to, as soon as practicable after the date hereof and in any event within thirty (30) days of the date hereof, (i) negotiate and mutually agree to a Series B-2 Certificate of Designation, Preferences and Rights (the “Series B-2 Certificate of Designation” and the shares of capital stock issuable thereunder, “Series B-2 Preferred Stock”), which shall be on terms and conditions that are substantially equivalent to those set forth Series A Certificate of Designation (as defined in the Third Party Investment Agreement (as defined below)) and otherwise as agreed between Deerfield and the Company, provided that the shares of Series B-2 Preferred Stock shall be convertible into Series B-1 Preferred Stock(and otherwise be consistent with the terms described below) and (ii) negotiate and enter into an investment agreement (the “Deerfield Investment Agreement”) among the Company and Deerfield Partners that (A) provides for the purchase by Deerfield Partners from the Company, and issuance and sale by the Company to Deerfield Partners, of an aggregate of $35,000,000 of Series B-2 Preferred Stock and at the same purchase price per share as the price per share to be paid by One Equity for a share of Series A Preferred Stock; and (B) otherwise contains representations, warranties, covenants, closing conditions and agreements that are substantially equivalent to those contained in the Third Party Investment Agreement (with appropriate modifications) and otherwise as agreed between Deerfield and the Company, except that (I) it shall provide for the purchase of Series B-2 Preferred Stock (and no Class A Common Stock), (II) it shall provide that the Series B-2 Preferred Stock and any shares of capital stock (including Class A Common Stock issuable upon conversion of Series B-1 Preferred Stock) directly or indirectly issuable upon conversion thereof (collectively, the “Purchased Securities”) will be subject to the restrictions on transfer set forth in Section 5.3 of the Third Party Investment Agreement only for a period of 60 days following the closing under the Deerfield Investment Agreement (which restrictions shall not, for the avoidance of doubt, apply to any securities beneficially owned by Deerfield other than the Purchased Securities), (III) it shall include confidentiality provisions and procedures with respect to Company information, (IV) it shall not provide for board observer or board designation rights or any right of first offer and (V) it shall condition the closing on the consummation of the Exhange, unless the Exchange shall not have become effective as a result of Deerfield’s willful breach of this Letter Agreement. The shares of Series B-2 Preferred Stock shall be convertible into shares of Series B-1 Preferred Stock at a rate equal to the result of the conversion rate of the Series A Preferred Stock, divided by the conversion rate of the Series B-1 Preferred Stock.

- 2 - 

3. Voting Agreement. The parties hereto acknowledge and agree that they are entering into this Letter Agreement as an inducement to DPDIV’s willingness to enter in the Voting Agreement. Without limiting Deerfield’s rights to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, the right to pursue a decree of specific performance and/or injunctive relief (which rights are hereby acknowledged), in the event that the parties hereto fail to enter into the Exchange Agreement and consummate the Exchange in accordance with Section 1 hereof, or to enter into the Deerfield Investment Agreement in accordance with Section 2 hereof, in each case other than as a result of Deerfield’s breach of this Letter Agreement, then the Voting Agreement shall automatically terminate and be of no further force or effect. In the event that DPDIV materially breaches its obligations under the Voting Agreement, then DPDIV’s rights and the Company’s obligations under this Letter Agreement shall automatically terminate and be of no further force or effect. The Company hereby confirms that (x) it and/or One Equity have entered into voting agreements with stockholders of the Company representing a majority of the voting power of the outstanding common stock of the Company in respect of the approval of such single matter as shall be necessary to approve the issuance of such number of shares to permit the conversion in full into Class A Common Stock of the Series A Preferred Stock to be issued to One Equity pursuant to the terms of the Third Party Investment Agreement under applicable Nasdaq rules and (y) agrees that it will use its reasonable best efforts to provide for the Company to enter into voting agreements (consistent with the voting agreements entered into with One Equity) with stockholders of the Company representing a majority of the voting power of the outstanding common stock of the Company in respect of the approval of such single matter (less the number of shares with respect to which Deerfield can exercise voting power after giving effect to the Exchange) as shall be necessary to approve the issuance of such number of shares to permit the conversion in full into Class A Common Stock of the the Series B-1 Preferred Stock issuable upon conversion of the Series B-2 Preferred Stock to be issued to Deerfield under the Deerfield Investment Agreement under applicable Nasdaq rules; provided that the entry into such voting agreements shall be a condition to Deerfield’s obligation to enter into the Deerfield Investment Agreement.

- 3 - 

4. No Conflicts.

4.1. Deerfield represents and warrants to the Company that neither the execution and delivery by Deerfield of this Letter Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Deerfield with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of Deerfield, (b) conflict with or violate any law applicable to Deerfield or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any lien on any of the assets or properties of Deerfield, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Deerfield or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, de-faults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a material impairment or material delay in the ability of Deerfield to perform its material obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

4.2. The Company represents and warrants to Deerfield that neither the execution and delivery by the Company of this Letter Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, de-faults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Third Party Investment Agreement). The execution and delivery of this Letter Agreement and the issuance (directly or indirectly) of securities as contemplated hereby is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any anti-dilution rights, except for rights of the type contemplated in the Third Party Investment Agreement. No consents of One Equity, other than those that have already been obtained, are necessary for the consummation of the transactions contemplated by this Letter Agreement in accordance with the terms hereof.

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5. Expenses. The Company shall, regardless of whether any transaction contemplated hereby is consummated, reimburse Deerfield for its reasonable and documented out-of-pocket third-party costs and expenses (including legal fees) incurred in connection with due diligence, the negotiation and preparation of this Letter Agreement, the Exchange Agreement and the Deerfield Investment Agreement, including the negotiation and preparation of a draft investment agreement and certificates of designation in connection with Deerfield’s proposed investment in Series A Preferred Stock prior to the date hereof, and any other agreement or transaction contemplated hereby or thereby and undertaking of the transactions contemplated pursuant to this Letter Agreement; provided, that such reimbursement obligation shall not exceed $250,000 in the aggregate. Any such reimbursement shall be made promptly following submission of invoices in respect of the costs and expenses at or following the first to occur of (x) the closing of the transactions contemplated by the Deerfield Investment Agreement, the (y) consummation of the transactions contemplated by the Acquisition Agreement (as defined in the Third Party Investment Agreement) and (z) the termination of the Acquisition Agreement (as defined in the Third Party Investment Agreement).

6. Miscellaneous.

6.1. The execution and delivery of this letter agreement (the “Letter Agreement”) by the Company and Deerfield is binding on and enforceable against the Company and Deerfield. This Letter Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by the parties hereto relating solely to the matters contemplated hereby. In the event of any inconsistency between the terms of this Letter Agreement and any other prior agreement relating to the matters addressed herein, the parties agree that the terms of this Letter Agreement shall control. This Letter Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by all of the parties hereto or, in the case of a waiver, by the party waiving compliance. This Letter Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Letter Agreement may not be assigned by any party without the written consent of the other party, and shall be binding upon, inure to the benefit of, and may be enforced by, each of the parties to this Letter Agreement and its successors and permitted assigns. This Letter Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. Each provision of this Letter Agreement shall be considered separable, and if, for any reason, any provision or provisions hereof are determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Letter Agreement, and this Letter Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

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6.2. This Letter Agreement shall terminate on the one-year anniversary of the date hereof; provided, however, that no such termination shall relieve any party of any breach hereof prior to such termination.

6.3. his Letter Agreement, including any schedules, amendments, modifications, waivers, or notifications relating thereto may be executed and delivered by facsimile, electronic mail, or other electronic means. Any such facsimile, electronic mail transmission, or communication via such electronic means shall constitute the final agreement of the parties and conclusive proof of such agreement, and shall be deemed to be in writing and to have the same effect as if signed manually.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

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Very Truly Yours,
ADAPTHEALTH CORP.
By:	/s/ Luke McGee
Name:	Luke McGee
Title:	Authorized Signatory

Accepted as of the date first above written:

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

By: Deerfield Mgmt IV, L.P., its General Partner

By: J.E. Flynn Capital IV, LLC, its General Partner

By:	/s/ David Clark
Name:	David Clark
Title:	Authorized Signatory

DEERFIELD PARTNERS, L.P.

By: Deerfield Mgmt, L.P., its General Partner

By: J.E. Flynn Capital, LLC, its General Partner

By:	/s/ David Clark
Name:	David Clark
Title:	Authorized Signatory

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EXHIBIT A

Series B-1 Convertible Preferred Stock

AdaptHealth Corp.

Subject	Summary
Par Value	$0.0001 per share
Dividends	Pro rata on an as-converted basis with the Class A Common Stock. No other dividends.
Voting Rights	No voting rights, except for the following or as otherwise required by law Approval of a majority of the outstanding shares of Series B-1 is required to: ·Alter rights, powers, preferences, etc. of Series B-1 ·Increase authorized shares of Series B-1 ·Amend charter or bylaws in a manner adverse to the rights (other than voting rights) of the Series B-1 relative to the rights of the holders of common stock ·Amend the Series B-1 Certificate of Designation
Liquidation Rank	Senior to all common stock, junior to Series A Preferred and to any other series of preferred stock designated as senior to the Series B-1 Preferred Stock
Liquidation Preference	Preference: $0.0001 per share, plus any declared but unpaid dividends Following payment of the preference, participates ratably with the common stock on an as-converted basis
Optional Conversion	Convertible at the Holder’s option at any time into [100] shares of Class A Common Stock per share of Series B-1 Preferred Stock, subject to the Blocker/Beneficial Ownership Limitation Class A Common Stock must be delivered within the standard settlement period (currently two (2) trading days) after delivery of a conversion notice, consistent with the provisions in the Series A Preferred Certificate of Designations
Blocker/Beneficial Ownership Limitation	4.9% of the total number of shares of common stock then outstanding

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Subject	Summary
Fractional Shares	No fractional shares of Class A Common Stock will be issued upon conversion – fractional shares will be rounded up to the next whole share
Adjustments to Conversion Rate	In the case of stock dividends, subdivisions of stock, combinations of stock, reclassifications of stock, in each case, with respect to Class A Common Stock, the conversion rate will be multiplied by the following fraction: A/B ·A = # of shares of Class A Common Stock outstanding immediately after such event ·B = # of shares of Class A Common Stock outstanding immediately after such event
Fundamental Transactions	In the case of mergers, consolidations, sales of substantially all assets, tender or exchange offers or other fundamental transactions involving the Class A Common Stock, holders of Series B-1 are entitled to receive consideration they would have been entitled to receive if converted to Class A Common Stock immediately prior to such transaction.

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EX-13

Exhibit 13

VOTING AGREEMENT

This Voting Agreement (this “Agreement”), dated as of May 25, 2020 between AdaptHealth Corp., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Stockholder”).

WHEREAS, concurrently with or following the execution of this Agreement, the Company and One Equity Partners VII, L.P., a Delaware limited partnership, a Delaware limited partnership (“Investor”), or will enter, into an Investment Agreement (as the same may be amended from time to time, the “Investment Agreement”), providing for, among other things, an equity financing transaction (the “Financing”); and

WHEREAS, to induce the Company to enter into the Investment Agreement, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the shares of Class A common stock, par value $0.0001 per share, of the Company (“Company Common Stock”), beneficially owned by Stockholder and set forth below Stockholder’s signature on the signature page hereto and as to which Stockholder has voting rights (the “Original Shares” and, together with any additional shares of Company Common Stock pursuant to Section 6 hereof, the “Shares”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Investment Agreement.

2.Representations of Stockholder. Stockholder represents and warrants to the Company that:

(a)As of the date hereof, (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, and (ii) except pursuant hereto and as to the contemplated exchange of some or all of the Original Shares with the Company for shares of preferred stock of the Company (the “Exchange”), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Original Shares with respect to or otherwise affecting the matters covered herein.

(b)As of the date hereof, Stockholder does not beneficially own any shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock other than the Original Shares as set forth on the signature page of this Agreement and warrants exercisable for Company Common Stock.

(c)Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors' and other obligees' rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights to indemnity and contribution thereunder may be limited by applicable Law and public policy.

(d)None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a material breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets.

(e)No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement, other than any such consents, approvals, authorizations, designations, declarations and filings that have already been obtained or made or filings required under the Exchange Act.

(f)As of the date hereof, there is no action, suit, or proceeding (whether judicial, arbitral, administrative, or other), or to the knowledge of Stockholder, investigation, pending against, or, to the knowledge of Stockholder, no such action, suit, proceeding or investigation threatened against or affecting, Stockholder that would reasonably be expected to materially impair or materially adversely affect the ability of Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.

3.Agreement to Vote Shares. Stockholder agrees during the term of this Agreement to vote the Shares over which such Stockholder has the right to vote as of the applicable record date, and to cause any of its affiliates that are the holder of record of Shares to vote the Shares over which such affiliate has the right to vote as of the applicable record date: (i) in favor of the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) (the “Stockholder Approval”), at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1) any action, proposal, transaction or agreement which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement and (2) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the Stockholder Approval, including any change in any manner to the voting rights of any class of shares of the Company (including any amendments to the certificate of incorporation or bylaws of the Company) (provided, however, that the approval of the authorization or issuance of additional shares of capital stock of the Company not otherwise in breach of the restrictions set forth in Section 3.7 of the Investment Agreement shall not be deemed a change in any manner to the voting rights).

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4.Covenants.

(a)Stockholder agrees that Stockholder will not, and will not permit any entity under Stockholder’s control to, with respect to the matters covered herein, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with the Company.

(b)Stockholder agrees that all shares of Company Common Stock that Stockholder purchases or otherwise acquires the right to vote after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

(c)For the avoidance of doubt, nothing contained in this Section 4 or any other provision of this Agreement shall, or shall be deemed to, prohibit, restrict or limit any transfer or other disposition by the Stockholder of, or any other transactions by the Stockholder in respect of, any of the Shares or any other securities of the Company (including, without limitation, the entry into agreements in respect of, and consummation of, the Exchange).

5.Termination. This Agreement shall terminate upon the earliest to occur of (i) the date on which the Stockholder Approval is obtained, and (ii) the date on which the Investment Agreement is terminated in accordance with its terms.

6.No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries or as a designator, employer or affiliate of any director or officer of the Company or any of its subsidiaries (if Stockholder’s designee, employee or affiliate holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by any designee, employee or affiliate of Stockholder as such a director or officer, including in exercising rights under the Investment Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict any designee, employee or affiliate of Stockholder from exercising his or her fiduciary duties as an officer or director to the Company or its stockholders.

7.Further Assurances. Stockholder agrees, from time to time, and without additional consideration, to execute and deliver such additional proxies, documents, and other instruments and to take all such further action as the Company may reasonably request to consummate and make effective the transactions contemplated by this Agreement.

8.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.

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(b)The parties hereto acknowledge and 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 parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, in each case without proof of damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto agree not to assert that a remedy of specific enforcement of the express terms hereof is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

(c)Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any Action or other proceeding arising out of this Agreement and the rights and obligations arising hereunder, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action or proceeding has been brought in an inconvenient forum. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth on the signature pages hereto shall be effective service of process for any such Action or proceeding.

(d)EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, CLAIM OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, CLAIM OR OTHER PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(d).

(e)This Agreement may be executed in two or more identical counterparts (including by facsimile or electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by facsimile, electronic transmission or otherwise) to the other parties.

(f)Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g)This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

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(h)All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(i)The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Investment Agreement is executed and delivered by the Company and the Investor, and the parties hereto agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.

(j)Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto. Any assignment contrary to the provisions of this Section 8(j) shall be null and void.

(k)The provisions of this Agreement are not intended to, and shall not confer, upon the Investor or any other person, other than the parties hereto, any rights or remedies hereunder.

[SIGNATURE PAGE FOLLOWS]

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

ADAPTHEALTH CORP.:
By:	/s/ Luke McGee
Name:	Luke McGee
Title:	Authorized Signatory

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STOCKHOLDER:
DEERFIELD PRIVATE DESIGN FUND IV, L.P.
By: Deerfield Mgmt IV, L.P., its General Partner
By: J.E. Flynn Capital IV, LLC, its General Partner
By:	/s/ David Clark
Name:	David Clark
Title:	Authorized Signatory
Number of Shares of Company Common Stock Beneficially Owned with Voting Rights as of the Date of this Agreement: 17,179,888
Street Address: 780 Third Avenue, 37th Fl.
City/State/Zip Code: New York, NY 10017

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