AdaptHealth Corp. - Proxy Solicitation & Information Statement 2019

PRER14A 1 a2239764zprer14a.htm PRER14A

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

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Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
ý	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

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DFB Healthcare Acquisitions Corp.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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EXPLANATORY NOTE

This Amendment No. 2 to Schedule 14A ("Amendment No. 2") is being filed solely to attach a corrected version of Annex D to the preliminary proxy statement (the "Proxy Statement") of DFB Healthcare Acquisitions Corp. that was filed as Amendment No. 1 to Schedule 14A on September 24, 2019 ("Amendment No. 1"). An incorrect version of Annex D was inadvertently filed with Amendment No. 1. The attached corrected Annex D replaces the version of Annex D that was filed with Amendment No. 1 (and is the same as the copy of Annex D that was filed with the original filing of the Proxy Statement on August 19, 2019). This Amendment No. 2 amends only Annex D to the Proxy Statement as specified above and makes no other changes to the Proxy Statement.

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Annex D

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AdaptHealth Holdings LLC

A Delaware Limited Liability Company

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FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

THE MEMBERSHIP INTERESTS IN THE COMPANY REPRESENTED BY THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND OTHER LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS		D-1
SECTION 1.1.	Definitions	D-1
SECTION 1.2.	Terms Generally	D-7
ARTICLE II. GENERAL PROVISIONS		D-7
SECTION 2.1.	Formation	D-7
SECTION 2.2.	Name	D-7
SECTION 2.3.	Term	D-7
SECTION 2.4.	Purpose; Powers	D-7
SECTION 2.5.	Foreign Qualification	D-8
SECTION 2.6.	Registered Office; Registered Agent; Principal Office; Other Offices	D-8
SECTION 2.7.	No State Law Partnership	D-8
SECTION 2.8.	Rights and Privileges of Classes of Units	D-8
SECTION 2.9.	Issuance of Additional Units	D-8
SECTION 2.10.	Repurchase or Redemption of Class A Common Stock	D-10
SECTION 2.11.	Changes in Common Stock	D-11
SECTION 2.12.	Title to Company Assets	D-11
ARTICLE III. MANAGEMENT		D-11
SECTION 3.1.	Management	D-11
SECTION 3.2.	Officers	D-12
SECTION 3.3.	Indemnification and Exculpation by the Company	D-13
SECTION 3.4.	Directors & Officers Insurance	D-15
SECTION 3.5.	Nature of Obligations between Members	D-15
SECTION 3.6.	Business Opportunities	D-15
SECTION 3.7.	Voting	D-15
ARTICLE IV. CAPITAL CONTRIBUTIONS; ALLOCATIONS;
DISTRIBUTIONS		D-16
SECTION 4.1.	Capital Contributions	D-16
SECTION 4.2.	Capital Accounts	D-16
SECTION 4.3.	Allocations of Net Income and Net Loss	D-16
SECTION 4.4.	Distributions	D-17
ARTICLE V. WITHDRAWAL; DISSOLUTION		D-19
SECTION 5.1.	Member Withdrawal	D-19
SECTION 5.2.	Dissolution	D-19
ARTICLE VI. TRANSFERS		D-20
SECTION 6.1.	Transfers	D-20
SECTION 6.2.	Securities Law Compliance	D-21
ARTICLE VII. RESERVED		D-21
ARTICLE VIII. RESERVED		D-21
ARTICLE IX. CONFIDENTIALITY; COVENANTS		D-21
SECTION 9.1.	Use of Confidential Information	D-21
SECTION 9.2.	Related Confidentiality Covenants	D-21
SECTION 9.3.	Non-Competition; Non-Solicitation	D-22
ARTICLE X. REPRESENTATIONS AND WARRANTIES		D-24
SECTION 10.1.	Representations and Warranties of the Holders	D-24
SECTION 10.2.	Representations and Warranties of the Company	D-24

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D-i

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ARTICLE XI. REPORTS TO MEMBERS; TAX MATTERS		D-24
SECTION 11.1.	Books and Records; Financial Statements	D-24
SECTION 11.2.	Fiscal Year	D-25
SECTION 11.3.	Certain Tax Matters	D-25
ARTICLE XII. MISCELLANEOUS		D-26
SECTION 12.1.	Governing Law	D-26
SECTION 12.2.	Successors and Assigns	D-26
SECTION 12.3.	Amendments; Waiver	D-26
SECTION 12.4.	Notices	D-26
SECTION 12.5.	Counterparts	D-26
SECTION 12.6.	Power of Attorney	D-27
SECTION 12.7.	Entire Agreement	D-27
SECTION 12.8.	Jurisdiction	D-27
SECTION 12.9.	WAIVER OF JURY TRIAL	D-27
SECTION 12.10.	Section Titles	D-27

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D-ii

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FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ADAPTHEALTH HOLDINGS LLC A Delaware Limited Liability Company

THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, modified or supplemented from time to time, this " Agreement ") of AdaptHealth Holdings LLC, a Delaware limited liability company (the " Company "), dated as of [ ], 2019 (the " Effective Date ") by and among the Company and each of the undersigned members hereto (each individually a "Member" and collectively, the " Members ").

WHEREAS , the Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the " Act "), by filing a Certificate of Formation with respect thereto (the " Certificate ") with the Delaware Secretary of State;

WHEREAS , the Members entered into that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company (the " Previous Agreement "), dated as of March 20, 2019; and

WHEREAS , in connection with the transactions contemplated by the Merger Agreement (as defined below), the parties now desire to amend and restate the Previous Agreement in its entirety in order to, among other things, add Pubco (as defined below) as a Member and to set forth the respective rights and obligations of the Members and the Company as set forth herein.

NOW THEREFORE , in consideration of the mutual covenants and agreements contained herein, the parties hereto, each intending to be legally bound, agree as follows:

ARTICLE I. DEFINITIONS

SECTION 1.1. Definitions . The following terms shall have the following meanings for purposes of this Agreement:

" Act " has the meaning ascribed to it in the Recitals to this Agreement.

" Affiliate " means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time, and the officers, directors and managers of such specified Person. For purposes of this definition, "control", when used in reference to any specified Person, means the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities or other ownership interest, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

" Agents " means a Person's officers, employees, directors, shareholders, partners, members, and legal and financial advisors.

" Agreement " has the meaning ascribed to it in the preamble to this Agreement.

" Amended and Restated Certificate of Incorporation " means the Amended and Restated Certificate of Incorporation of Pubco, dated on or about the date hereof, as the same may be amended, amended and restated or replaced from time to time.

" APM " means Access Point Medical LLC, a Delaware limited liability company.

" BlueMountain " means BlueMountain Summit Opportunities Fund II (US) L.P. Such term also includes each Permitted Transferee of BlueMountain to whom Units have been Transferred or issued in accordance with the provisions of this Agreement.

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" Blue River " means Blue River NJ LLC, a New Jersey limited liability company.

" Business Day " means any weekday other than a weekday on which commercial banks in the State of Delaware are authorized or required to be closed.

" Capital Account " means, with respect to any Holder, the account maintained for such Holder in accordance with the following provisions:

" Capital Contribution " means the amount of cash and the initial Gross Asset Value of any property other than cash (net of any liabilities to which such property is subject or assumed by the Company) contributed or deemed contributed from time to time to the Company by a Holder. If any Unit is transferred, the transferee shall succeed to the Capital Contribution of the transferor to the extent it relates to the transferred Unit.

" Cash Payment " has the meaning ascribed to it in the Exchange Agreement.

" Certificate " has the meaning ascribed to it in the Recitals to this Agreement.

" Class " means any class of Unit authorized from time to time.

" Class A Common Stock " means Pubco's common stock, par value $0.0001 per share.

" Class B Common Stock " means voting, non-economic common stock of Pubco, designated as Class B Common Stock in the Amended and Restated Certificate of Incorporation.

" Code " means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

" Common Units " means the units of ownership interest in the Company authorized in Section 2.8 .

" Company " has the meaning ascribed to it in the preamble to this Agreement.

D-2

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" Confidential Information " means oral and written information concerning the Company or its Subsidiaries or their respective businesses or operations furnished to any Holder or Agent thereof by or on behalf of the Company (irrespective of the form of communication and whether such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by any Holder or any Agent thereof containing or based in whole or in part on any such furnished information; provided that the term "Confidential Information" does not, with respect to any Holder, include any information which (i) at the time of disclosure is or thereafter becomes generally available to the public (other than as a result of a disclosure directly or indirectly by such Holder or any of its Agents in violation of Article IX ) (ii) is or becomes available to such Holder on a non-confidential basis from a source other than the Company or its agents, representatives or advisors (provided that such source was not known by such Holder to be prohibited from disclosing such information to such Holder by a legal, contractual or fiduciary obligation), or (iii) is independently developed by such Holder, without use of or reliance on Confidential Information or violation of such Holder's obligations hereunder.

" Depreciation " means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided , however, that if the Company uses the "remedial allocation method" under Regulation §1.704-3(d) for any property, Depreciation for such property shall be determined in accordance with Regulation §1.704-3(d)(2), and provided further that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be calculated with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.

" Distributable Assets " means, with respect to any fiscal period, all receipts by the Company of cash and other assets from any and all sources, reduced by operating expenses, contributions of capital to Subsidiaries, investments and payments required to be made in connection with any loan to the Company and any reserves as determined in the good-faith judgment of the Manager.

" Exchange " has the meaning ascribed to it in the Exchange Agreement.

" Exchange Agreement " means that certain Exchange Agreement, dated as of the date hereof, by and between the Company, Pubco and the other Members from time to time party thereto.

" Exchange Rate " has the meaning ascribed to it in the Exchange Agreement.

" Exchangeable Units " has the meaning ascribed to it in the Exchange Agreement.

" GAAP " means generally accepted accounting principles as in effect from time to time in the United States of America.

" Gross Asset Value " means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

D-3

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" Gvodas " means Jedi Enterprises, LLC, a Delaware limited liability company.

" Holder " means any Person who owns any Unit and is permitted to own such Unit consistent with the terms of this Agreement, without regard to whether such Holder has been admitted as a Member.

" Incentive Member " has the meaning ascribed to it in Section 2.8(b) .

" Incentive Unit Agreement " means with respect to each Member holding Incentive Units, that certain agreement dated as of the date of issuance of such Member's Incentive Units between the Company and such Member.

" Incentive Units " has the meaning ascribed to it in Section 2.8(b) .

" Institutional Representatives " has the meaning ascribed to it in Section 3.6 .

" Joinder Agreement " has the meaning ascribed to in Section 6.1(f) .

" Liquidation Value " means the amount that would be distributed with respect to a Unit if the Company sold all of its assets for their fair market value, paid all of its liabilities (limited with respect to any nonrecourse liability to the fair market value of the assets that secure such liability), and distributed the balance in liquidation of the Company.

D-4

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" Manager " means Pubco or any successor thereto appointed in accordance with Section 3.1(c) .

" McLarty " means McLarty Capital Partners SBIC, L.P.

" Member " means (i) each Person admitted as a Member as of the date hereof and (ii) each other Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Act. The Members shall constitute the "members" (as that term is defined in the Act) of the Company.

" Merger Agreement " means that certain Agreement and Plan of Merger, dated as of July 8, 2019, Pubco, 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, the Company, AH Representative LLC, a Delaware limited liability company (the " Company Unitholders' Representative "), and, solely for purposes of Section 7.20 thereof, the BM Blocker Sellers (as defined therein) and, solely for purposes of Section 7.21 thereof, the A Blocker Seller (as defined therein).

" Net Exchanged Unit Amount " has the meaning ascribed to it in the Exchange Agreement.

" Net Income " or " Net Loss " means for each fiscal year or other appropriate period of the Company, an amount equal to the Company's Taxable Income or Tax Loss for such fiscal year or period, determined with the following adjustments:

D-5

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" Ocean Rock " means Ocean Rock NJ LLC, a New Jersey limited liability company.

" Officer " means each Person designated as an officer of the Company pursuant to and in accordance with the provisions of Section 3.2 , subject to any resolution of the Manager appointing such Person as an officer or relating to such appointment.

" Parnes " means Joshua Parnes.

" Permitted Transfer " has the meaning ascribed to it in Section 6.1(a) .

" Person " means any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

" Previous Agreement " has the meaning ascribed to it in the Recitals to this Agreement.

" Pubco " means DFB Healthcare Acquisitions Corp., a Delaware corporation.

" Regulations " means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (and including corresponding provisions of succeeding regulations).

" Regulatory Allocations " has the meaning ascribed to it in Section 4.3(b) .

" Restricted Period " means, as to a Holder, the period beginning on the date on which such Person becomes a Holder and ending one (1) year following the date on which either (a) neither such Person nor any Permitted Transferee of such Person owns any Units, or other equity interest in the Company, or (b) such Person offers to transfer all of such Person's Units, and other equity interests in the Company held by such Person, to the Company for a redemption price of One Dollar ($1).

" Rollover Member " means Verus Equity Holding Company LLC.

" Safe Harbor Election " has the meaning ascribed to it in Section 2.8(c) .

" Sale of the Company " means the occurrence of any of the following events, in each case whether in a single transaction or a series of related transactions: (i) any Person (including, without limitation, any one or more Persons acting together as a "group" (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder)), other than any Holder of the Company or Affiliate of such Holder as of the date of this Agreement, acquires direct or indirect beneficial ownership of fifty percent (50%) or more of the capital or profits interests or voting power of the Company; (ii) the merger or consolidation of the Company with or into any other entity in a transaction in which the Holders of the Company and the Affiliates of such Holders immediately prior to the consummation of such transaction collectively own less than 50% of the capital and profits interests or voting power of the entity surviving such transaction (or any other business combination having a similar effect); or (iii) the sale, assignment or transfer of all or substantially all of the assets, business or properties of the Company.

" Secondary Indemnitors " has the meaning ascribed to it in Section 3.3(g) .

" Securities Act " means the Securities Act of 1933, or any successor federal statute, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, as the same may be amended from time to time.

" Subsidiary " shall mean, as to any Person, (a) any corporation more than fifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the Directors of such corporation (irrespective of whether or not at the time, any class or

D-6

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classes of the stock of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a fifty percent (50%) interest in the total capital, profits, or total voting interests of such entity at any time and (c) any partnership in which such Person is a general partner.

" Tax Distribution " has the meaning ascribed to it in Section 4.4(c) .

" Tax Matters Member " has the meaning ascribed to it in Section 11.3(b) .

" Taxable Income " or " Tax Loss " shall mean with respect to each taxable year or other period, an amount equal to the Company's taxable income or loss for such period for U.S. federal income tax purposes, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in such taxable income or loss).

" Threshold Amount " has the meaning ascribed to it in Section 2.8(a) .

" Transaction " has the meaning ascribed to it in Section 9.2(c) .

" Transfer " means a transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly pursuant to the creation of a derivative security, the grant of an option or other right or the imposition of a restriction on disposition or voting, and irrespective of whether any of the foregoing are effected, with or without consideration, voluntarily or involuntarily, by operation of law or otherwise, or whether inter vivos or upon death.

" Unit " means an interest in the capital, profits, losses and distributions of the Company as provided herein.

SECTION 1.2. Terms Generally . The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references to "Sections" and "Articles" shall refer to Sections and Articles of this Agreement unless otherwise specified. The words "hereof" and "herein" and similar terms shall relate to this Agreement.

ARTICLE II. GENERAL PROVISIONS

SECTION 2.1. Formation . The Company has been organized as a Delaware limited liability company by the execution and filing of the Certificate by an authorized person under and pursuant to the Act. The rights, powers, duties, obligations and liabilities of the Holders shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Holder are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

SECTION 2.2. Name . The name of the Company is "AdaptHealth Holdings LLC" and all Company business shall be conducted in that name or in such other names that comply with applicable law as the Manager may select from time to time.

SECTION 2.3. Term . The term of the Company commenced on the date the original Certificate was filed with the office of the Secretary of State of the State of Delaware, and shall continue in existence perpetually until termination or dissolution in accordance with the provisions of Section 5.2 .

SECTION 2.4. Purpose; Powers . The Company is authorized to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company was

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formed for the purpose of acquiring, establishing, owning, operating, and selling durable medical equipment businesses and related businesses, and may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

SECTION 2.5. Foreign Qualification . The Manager shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in any jurisdiction in which it conducts business unless the Manager shall determine otherwise and determine that the failure so to qualify would not have a material adverse effect on the Company.

SECTION 2.6. Registered Office; Registered Agent; Principal Office; Other Offices . The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Manager may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Manager may designate from time to time with written notice to the Members, and the Company shall maintain records at such place.

SECTION 2.7. No State Law Partnership . The Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Holder, Member, Manager or Officer shall be a partner or joint venturer of any other Holder, Member, Manager or Officer by virtue of this Agreement, for any purposes other than as set forth in the next sentence of this Section 2.7 , and this Agreement shall not be construed to the contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Holder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. Neither the Company nor any Holder may make an election for the Company to be taxable as a corporation for federal income tax purposes or to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A or any similar provisions of applicable state law, and no provision of this Agreement shall be construed to sanction or approve such election.

SECTION 2.8. Rights and Privileges of Classes of Units . A class of Units designated as " Common Units " is hereby created and the Company is authorized to issue up to [200,000,000] Common Units. The ownership of outstanding Common Units are listed on Schedule A to this Agreement, as updated from time to time as indicated on the schedule. A Holder of a Common Unit shall be entitled to the allocations and distributions with respect to such Unit as set forth in Article IV , and a Holder of a Common Unit shall have the right to one vote per Common Unit owned by such Member. Initially, Common Units shall be uncertificated but the Manager may determine in good faith to certificate some or all of the Units for business purposes of the Company at any time by resolution thereof.

SECTION 2.9. Issuance of Additional Units .

D-8

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D-9

ZEQ.=9,SEQ=14,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=483678,FOLIO='D-9',FILE='DISK103:[19ZCB5.19ZCB43805]NA43805A.;9',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 2.10. Repurchase or Redemption of Class A Common Stock . If, at any time, any shares of Class A Common Stock are repurchased or redeemed (whether automatically or by means of another arrangement) by Pubco for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of such shares, to redeem a corresponding number of Common Units held by Pubco (determined based upon the Exchange Rate then in effect), at an aggregate redemption price equal to the aggregate purchase or redemption price of the share or shares of Class A Common Stock being repurchased or redeemed by Pubco (plus any reasonable expenses related thereto) and upon such other terms as are the same for the share or shares of Class A Common Stock being repurchased or redeemed by Pubco.

D-10

ZEQ.=10,SEQ=15,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=407261,FOLIO='D-10',FILE='DISK103:[19ZCB5.19ZCB43805]NA43805A.;9',USER='CHE108055',CD='24-SEP-2019;15:05' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

SECTION 2.11. Changes in Common Stock . In addition to any other adjustments required hereby, any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of Class A Common Stock, Class B Common Stock or other capital stock of Pubco shall be accompanied by an identical subdivision or combination, as applicable, of the Common Units or other equity securities of the Company, as applicable.

SECTION 2.12. Title to Company Assets . All Company assets shall be deemed to be owned by the Company as an entity, and no Holder, individually, shall have any direct ownership interest in any Company assets. Each Holder, to the extent permitted by applicable law, hereby waives its rights to a partition of the assets and, to that end, agrees that it will not seek or be entitled to a partition of any assets, whether by way of physical partition, judicial sale or otherwise, except as otherwise expressly provided in Section 4.4 .

ARTICLE III. MANAGEMENT

SECTION 3.1. Management .

D-11

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SECTION 3.2. Officers .

D-12

ZEQ.=2,SEQ=17,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=954443,FOLIO='D-12',FILE='DISK103:[19ZCB5.19ZCB43805]NC43805A.;14',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 3.3. Indemnification and Exculpation by the Company .

D-13

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D-14

ZEQ.=4,SEQ=19,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=757307,FOLIO='D-14',FILE='DISK103:[19ZCB5.19ZCB43805]NC43805A.;14',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 3.4. Directors & Officers Insurance . The Company shall procure directors and officers liability insurance for the protection of the Manager, Officers and other applicable representatives of the Company provided that such insurance is available on commercially reasonable terms.

SECTION 3.5. Nature of Obligations between Members . Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to constitute any Member an agent or legal representative of any other Member or to create any fiduciary relationship for any purpose whatsoever, apart from such obligations between members of a limited liability company as may be created under the Act. Except as otherwise expressly provided in this Agreement, a Member shall not have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Member or the Company.

SECTION 3.6. Business Opportunities . Nothing in this Agreement shall be deemed to restrict in any way the rights of any Member or of any Affiliate thereof (collectively, the " Institutional Representatives "), to conduct any other business or activity whatsoever (including, without limitation, in any business that is competitive with the Company or any business that might be considered an opportunity of the Company), whether presently existing or hereafter created. No Institutional Representative shall be accountable to the Company or to any Member with respect to that business or activity, and the organization of the Company shall be without prejudice to the Institutional Representative's rights to maintain, expand, exploit or diversify such other interests and activities of such opportunities, and to receive and enjoy profits or compensation therefrom. Each Member waives any rights such Member might otherwise have to share or participate in such other interests, activities or opportunities of any Institutional Representative. Subject to the foregoing, the Manager has fiduciary duties to the Company and the Members that are equivalent to the fiduciary duties owed by directors of a corporation incorporated in the State of Delaware to such corporation and its stockholders.

SECTION 3.7. Voting .

D-15

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ARTICLE IV. CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

SECTION 4.1. Capital Contributions . The Members have made, or shall be deemed to have made, the initial Capital Contributions to the Company as set forth in the books and records of the Company. Except as set forth in Section 2.12 , no Holder shall be entitled to make any additional Capital Contributions without the approval of the Manager or required to make any additional Capital Contributions without such Holder's express written agreement.

SECTION 4.2. Capital Accounts .

SECTION 4.3. Allocations of Net Income and Net Loss .

D-16

ZEQ.=6,SEQ=21,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=441610,FOLIO='D-16',FILE='DISK103:[19ZCB5.19ZCB43805]NC43805A.;14',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 4.4. Distributions .

D-17

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D-18

ZEQ.=8,SEQ=23,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=997584,FOLIO='D-18',FILE='DISK103:[19ZCB5.19ZCB43805]NC43805A.;14',USER='CHE108055',CD='24-SEP-2019;15:05' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

ARTICLE V. WITHDRAWAL; DISSOLUTION

SECTION 5.1. Member Withdrawal .

SECTION 5.2. Dissolution .

D-19

ZEQ.=1,SEQ=24,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=52924,FOLIO='D-19',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

ARTICLE VI. TRANSFERS

SECTION 6.1. Transfers .

D-20

ZEQ.=2,SEQ=25,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=725853,FOLIO='D-20',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 6.2. Securities Law Compliance . Each Holder further agrees that it will not make or attempt any Transfer of Units unless such Transfer is made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in either case, in compliance with all applicable state securities laws. The Company agrees, and each Holder understands and consents, that the Company will not cause or permit the Transfer of any Units to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by, and has been made in accordance with the terms of this Agreement and all applicable federal and state securities laws. Each Holder agrees that in connection with any Transfer of Units that is not made pursuant to a registered public offering (other than to an Affiliate pursuant to Section 6.1(a) above), the Company may, in its sole discretion, request an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company stating that such transaction is exempt from registration under the Securities Act and in compliance with any registration or similar requirements under applicable state securities laws.

ARTICLE VII. RESERVED

ARTICLE VIII. RESERVED

ARTICLE IX. CONFIDENTIALITY; COVENANTS

SECTION 9.1. Use of Confidential Information . Each Holder agrees that it will not use at any time any Confidential Information of which any such Holder is or becomes aware except in connection with its investment in the Company (except that Holders who are managers, directors, officers or employees of the Company or its Subsidiaries shall also be permitted to use such Confidential Information in connection with the performance of their duties as managers, directors, officer or employees).

SECTION 9.2. Related Confidentiality Covenants .

D-21

ZEQ.=3,SEQ=26,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=723284,FOLIO='D-21',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 9.3. Non-Competition; Non-Solicitation .

D-22

ZEQ.=4,SEQ=27,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=568057,FOLIO='D-22',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

D-23

ZEQ.=5,SEQ=28,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=103424,FOLIO='D-23',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

ARTICLE X. REPRESENTATIONS AND WARRANTIES

SECTION 10.1. Representations and Warranties of the Holders . Each Holder, severally and not jointly, represents and warrants to the Company and the other Holders as follows:

SECTION 10.2. Representations and Warranties of the Company . The Company represents and warrants to each Holder as follows:

ARTICLE XI. REPORTS TO MEMBERS; TAX MATTERS

SECTION 11.1. Books and Records; Financial Statements .

D-24

ZEQ.=6,SEQ=29,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=413423,FOLIO='D-24',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 11.2. Fiscal Year . The fiscal year of the Company shall be the calendar year unless otherwise determined by the Manager or required in accordance with Section 706 of the Code.

SECTION 11.3. Certain Tax Matters .

D-25

ZEQ.=7,SEQ=30,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=644178,FOLIO='D-25',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

ARTICLE XII. MISCELLANEOUS

SECTION 12.1. Governing Law . THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

SECTION 12.2. Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided that no Person claiming by, through or under a Holder (whether as such Holder's successor in interest or assign or otherwise), as distinct from a Holder itself, shall have any rights as, or in respect to, a Holder (including the right to approve or vote on any matter or to notice thereof).

SECTION 12.3. Amendments; Waiver . The Manager may, to the fullest extent allowable under Delaware law, amend this Agreement; provided, however, the holders of a majority of the outstanding Common Units other than the Common Units held by the Manager shall be required to amend in any material respect Section 2.8 , Section 2.9 , Section 3.1 , Article IV , Article V , and Section 7.1 ; and provided further that if an amendment or modification of this Agreement or the Certificate (whether by merger, consolidation or otherwise) would adversely and disproportionately (relative to any other Class of Units) affect a Class of Units, the Members holding a majority of all Units owned by Members of such disproportionately and adversely affected Class must approve such amendment or modification; and (b) if an amendment or modification of this Agreement or the Certificate (whether by merger, consolidation or otherwise) would adversely and disproportionately affect a Member holding Units of a particular Class (relative to the other Members holding Units of the same Class), such disproportionately and adversely affected Member must approve such amendment or modification. No provision of this Agreement shall be deemed to have been waived unless such waiver is contained in writing signed by the party charged with the waiver, and provided that no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

SECTION 12.4. Notices . Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing and shall be given to any Holder at its address shown in the Company's books and records, or, if given to the Company, at the designated business address of the Company. Each proper notice shall be effective upon any of the following: (i) personal delivery to the recipient, (ii) on the day scheduled for delivery to the recipient by a nationally recognized overnight courier service (charges prepaid) or (iv) five (5) Business Days after being deposited in the United States mail (first class, postage prepaid).

SECTION 12.5. Counterparts . This Agreement may be executed in any number of counterparts (including by means of signature pages sent by facsimile or other electronic means), all of which together shall constitute a single instrument.

D-26

ZEQ.=8,SEQ=31,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=190292,FOLIO='D-26',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05'

SECTION 12.6. Power of Attorney . Each Member hereby irrevocably appoints the Manager as such Member's true and lawful representative and attorney-in-fact, acting in such Member's name, place and stead, (i) to make, execute, sign and file all instruments, documents and certificates which, from time to time, may be required to set forth any amendment (provided such amendment has been adopted in accordance with the terms of this Agreement) to this Agreement or which may be required by this Agreement or by the laws of the United States of America, the State of Delaware or any other state in which the Company shall determine to do business, or any political subdivision or agency thereof and (ii) to execute, implement and continue the valid and subsisting existence of the Company or to qualify and continue the Company as a foreign limited liability company in all jurisdictions in which the Company may conduct business. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the subsequent withdrawal from the Company of any Member for any reason and shall survive and shall not be affected by the disability or incapacity of such Member.

SECTION 12.7. Entire Agreement . This Agreement and the other documents and agreements referred to herein or entered into concurrently herewith embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein and therein. This Agreement and such other documents and agreements supersede all prior agreements and understandings between the parties with respect to such subject matter.

SECTION 12.8. Jurisdiction . Any suit, action or proceeding under or with respect to this Agreement, shall be brought in any court of competent jurisdiction in the State of Delaware, New Castle County, and each of the Company and the Holders hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. Each of the Company and the Holders hereby irrevocably waives any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, New Castle County, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.

SECTION 12.9. WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

SECTION 12.10. Section Titles . Section titles and headings are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text hereof.

[ Signature Page Follows ]

D-27

ZEQ.=9,SEQ=32,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=230150,FOLIO='D-27',FILE='DISK103:[19ZCB5.19ZCB43805]NE43805A.;7',USER='CHE108055',CD='24-SEP-2019;15:05' THIS IS THE END OF A COMPOSITION COMPONENT

IN WITNESS WHEREOF, the parties have executed this Limited Liability Company Agreement as of the day and year first above written.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

[MEMBERS]

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ZEQ.=1,SEQ=33,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=154845,FOLIO='blank',FILE='DISK103:[19ZCB5.19ZCB43805]NF43805A.;2',USER='CHE108055',CD='24-SEP-2019;15:06' THIS IS THE END OF A COMPOSITION COMPONENT

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Schedule A

Holders and Outstanding Common Units

[To come.]

ZEQ.=1,SEQ=34,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=574804,FOLIO='blank',FILE='DISK103:[19ZCB5.19ZCB43805]NG43805A.;4',USER='CHE108055',CD='24-SEP-2019;15:04' THIS IS THE END OF A COMPOSITION COMPONENT

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Schedule B

Capital Accounts

[To come.]

ZEQ.=1,SEQ=35,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=414951,FOLIO='blank',FILE='DISK103:[19ZCB5.19ZCB43805]NI43805A.;4',USER='CHE108055',CD='24-SEP-2019;15:04' THIS IS THE END OF A COMPOSITION COMPONENT

IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Company Agreement as of the date first above written.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

COMPANY:
ADAPTHEALTH HOLDINGS LLC
By:	Name: Luke McGee

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ZEQ.=1,SEQ=36,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=199913,FOLIO='blank',FILE='DISK103:[19ZCB5.19ZCB43805]NK43805A.;4',USER='CHE108055',CD='24-SEP-2019;15:04'

SPECIFICALLY WITH RESPECT TO SECTION 9.3 HEREOF:

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Joshua Parnes	Luke McGee
Alan Quasha	John M. Gvodas, Jr.
	Jason Young

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ZEQ.=2,SEQ=37,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=633747,FOLIO='blank',FILE='DISK103:[19ZCB5.19ZCB43805]NK43805A.;4',USER='CHE108055',CD='24-SEP-2019;15:04' THIS IS THE END OF A COMPOSITION COMPONENT

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Exhibit A FORM OF JOINDER AGREEMENT TO FIFTH AMENDED AND RESTATED LLC AGREEMENT

This Joinder Agreement (this " Agreement ") to the Fifth Amended and Restated Limited Liability Company Agreement of AdaptHealth Holdings LLC, a Delaware limited liability company (the " Company "), dated as of [ · ], 2019 (the " Operating Agreemen t"), is executed and delivered as of the date set forth opposite the signature of the undersigned (the "Additional Member") and is effective as of such date. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Operating Agreement.

WHEREAS, the Additional Member desires to receive Common Units of the Company;

WHEREAS, in connection with the receipt of the Common Units, the Additional Member must, among other things, become a party to the Operating Agreement;

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

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the date set forth below.

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Date:
[Add Sig Block]
ACCEPTED:
ADAPTHEALTH HOLDINGS LLC
By:
Name:
Title:

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ZEQ.=1,SEQ=38,EFW="2239764",CP="DFB HEALTHCARE ACQUISITION CORP",DN="1",CHK=874102,FOLIO='blank',FILE='DISK103:[19ZCB5.19ZCB43805]NM43805A.;4',USER='CHE108055',CD='24-SEP-2019;15:04' THIS IS THE END OF A COMPOSITION COMPONENT TOCEXISTFLAG

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AdaptHealth Corp. Proxy Solicitation & Information Statement 2019

32107_rns_2019-09-24_289f23da-f740-4f18-987f-43911546f7c0.zip

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AdaptHealth Corp. — Proxy Solicitation & Information Statement 2019

32107_rns_2019-09-24_289f23da-f740-4f18-987f-43911546f7c0.zip

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AdaptHealth Corp. Proxy Solicitation & Information Statement 2019